Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On March 31, 2022, Coherus BioSciences, Inc. (the “Company”),
as borrower, drew down an additional aggregate principal amount of
$100.0 million (the “Tranche B Loan”) pursuant to its
previously disclosed loan agreement dated January 5, 2022 (the
“Loan Agreement”) among its domestic subsidiaries (the “Guarantors”
and, collectively with the Company, the “Credit Parties”),
BioPharma Credit PLC, a public limited company incorporated under
the laws of England and Wales with company number 10443190 (as the
“Collateral Agent”), BPCR Limited Partnership, a limited
partnership established under the laws of England and Wales with
registration number LP020944 (as a “Lender”) and Biopharma Credit
Investments V (Master) LP, a Cayman Islands exempted limited
partnership acting by its general partner, BioPharma Credit
Investments V GP LLC (as a “Lender”).
The Loan Agreement provides for a senior secured term loan facility
of up to $300.0 million to be funded in four committed
tranches: (i) a Tranche A Loan in an aggregate principal
amount of $100.0 million (the “Tranche A Loan”) that was
funded on January 5, 2022 (the “Tranche A Closing Date”); (ii)
a Tranche B Loan in an aggregate principal amount of
$100.0 million (the “Tranche B Loan”) that was funded on
March 31, 2022 following the delivery of evidence of repayment
of all indebtedness outstanding under the Company’s 8.2% Senior
Convertible Notes due March 2022 in connection with the maturity of
those convertible notes and other customary deliverables;
(iii) a Tranche C Loan in an aggregate principal amount of
$50.0 million (the “Tranche C Loan”) to be funded at the
Company’s option between April 1, 2022 and March 17,
2023, subject to certain conditions including the first U.S. Food
and Drug Administration (“FDA”) approval of a Biologics License
Application (“BLA”) for the Company’s product candidate
CHS-007 (toripalimab) in
the United States; and (iv) a Tranche D Loan in an aggregate
principal amount of $50.0 million (the “Tranche D Loan” and,
together with the Tranche A Loan, the Tranche B Loan, and the
Tranche C Loan, the “Term Loans”) to be funded at the Company’s
option between April 1, 2022 and March 17, 2023, subject
to certain conditions including the first FDA approval of a BLA for
the Company’s product candidate CHS-201 (ranibizumab biosimilar) in the
United States. The Company has the right to request an uncommitted
additional facility amount of up to $100.0 million after the
Tranche A Closing Date that will be subject to new terms and
conditions.
The Term Loans mature on either (i) the fifth anniversary of
the Tranche A Closing Date; or (ii) October 15, 2025, if
the outstanding aggregate principal amount of the Company’s 1.5%
Convertible Senior Subordinated Notes due 2026 is greater than
$50.0 million on October 1, 2025 (the “Maturity
Date”).
The Term Loans bear interest at 8.25% plus three-month LIBOR per
annum with a LIBOR floor of 1.00%. In the event of the cessation of
LIBOR, the benchmark governing the interest rate will be replaced
with a rate based on the secured overnight financing rate published
by the Federal Reserve Bank of New York as described in the Loan
Agreement. Interest is payable quarterly in arrears. Repayment of
outstanding principal of the Term Loans will be made in five equal
quarterly payments of principal commencing after the 48-month anniversary of the Tranche A
Closing Date.
The description of the Loan Agreement in Items 1.01 and 2.03 of the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 7, 2022 is incorporated herein
by reference. The foregoing summary of the Loan Agreement is not
complete and is qualified in its entirety by reference to the
complete text of the Loan Agreement, a copy of which is filed as an
exhibit to the Company’s Current Report on Form 8-K filed on January 7, 2022.