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Item 1.01.
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Entry into a Material Definitive Agreement.
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On December 27, 2018, ANI Pharmaceuticals, Inc. (the “Company,”
“we” or “us”) and its subsidiaries entered into an amended and restated five-year senior secured credit
facility (the “Amended Credit Agreement”) with Citizens Bank, N.A. as a lender and as administrative agent, and the
other lenders party thereto, which amends and restates the Company’s previous credit facility dated as of December 29, 2017,
as amended (the “Previous Credit Agreement”).
The Amended Credit Agreement, among other things, (i) adds a
delayed draw term loan facility in an amount up to $118.0 million, (ii) increases the borrowing capacity under the revolving line
of credit by $25.0 million to $75.0 million and (iii) extends the maturity of the credit facility, including the outstanding $72.2
million initial term loan, to December 27, 2023, from the Previous Credit Agreement maturity date of December 29, 2022. Subject
to the satisfaction of certain conditions, the Company may borrow the delayed draw term loans at any time prior to December 1,
2019, at which time any portion of the delayed draw term loan facility that remains undrawn will be automatically cancelled. The
total size of the Amended Credit Agreement is $265.2 million following the amendment and restatement thereof.
The Amended Credit Facility continues to be secured by the assets
of the Company and guaranteed by certain subsidiaries of the Company.
The Company may repay borrowings under the term loans, including
the initial term loan and any delayed draw term loans, and the revolving credit facility without any premium or penalty, and so
long as the Company meets certain conditions by August 30, 2019 relating to its total net leverage ratio and liquidity or to the
repayment or refinancing of its outstanding 3.00% Convertible Senior Notes due 2019 (the “Notes”) as set forth in the
Amended Credit Agreement, all borrowings thereunder shall be repaid by December 27, 2023. The Company may use the proceeds of revolving
loans for working capital and other general corporate purposes and may only use the proceeds from the delayed draw term loans,
if borrowed, to refinance the Company’s outstanding Notes.
Term loans under the Amended Credit Agreement bear interest
at a rate per annum of, at the Company’s option, either (i) the Alternative Base Rate, as defined in the Amended Credit Agreement,
plus an applicable Base Rate Margin, which varies within a range of 0.50% to 1.75% depending on the Company’s total leverage
ratio (as determined under the Amended Credit Agreement), or (ii) the LIBOR Rate, as defined in the Amended Credit Agreement, plus
an applicable LIBOR Margin and L/C Fee, which varies within a range of 1.50% to 2.75% depending on the Company’s total leverage
ratio (as determined under the Amended Credit Agreement). The Company is required to pay a Commitment Fee under the Amended Credit
Agreement in consideration of the revolving line of credit at a rate per annum that varies within a range of 0.25% to 0.50% depending
on the Company’s total leverage ratio (as determined under the Amended Credit Agreement). The Company is also required to
pay a Delayed Draw Ticking Fee under the Amended Credit Agreement at a rate per annum that varies within a range of 0.25% to 0.50%
depending on the Company’s total leverage ratio (as determined under the Amended Credit Agreement) on the average daily unused
amount of the Delayed Draw Term Loan from the date of the Amended Credit Agreement until December 1, 2019.
The Amended Credit Agreement contains customary representations
and affirmative, negative and financial covenants that are similar to the Previous Credit Agreement. The primary financial covenants
under the Amended Credit Agreement consist of a maximum total net leverage ratio, which initially shall be no greater than 3.75
to 1.00, and a minimum fixed charge coverage ratio which shall be greater than or equal to 1.25 to 1.00. The primary non-financial
covenants under the Amended Credit Agreement limit, subject to various exceptions, the Company’s ability to incur future
indebtedness, to place liens on assets, to pay dividends or make other distributions on the Company’s capital stock, to repurchase
the Company’s capital stock, to conduct acquisitions, to alter its capital structure and to dispose of assets.
The Amended Credit Agreement also includes customary events
of default that are similar to the Previous Credit Agreement, the occurrence of which, following any applicable grace period, would
permit the lenders to, among other things, accelerate repayment of the loans under the Amended Credit Agreement.
On December 27, 2018, the Company issued a press release with
respect to the Amended Credit Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The foregoing description of the Amended Credit Agreement does
not purport to be complete and is qualified in its entirety by reference to the Amended Credit Agreement, which will be filed as
an exhibit to the Company’s Annual Report on Form 10-K for its fiscal year ending December 31, 2018.