CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. FIRST AMENDMENT TO FINANCING AGREEMENT
Exhibit 10.3
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
FIRST AMENDMENT TO
FINANCING AGREEMENT
This FIRST AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 12, 2024, is entered into by and among BRIDGEBIO PHARMA, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BLUE OWL CAPITAL CORPORATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
WHEREAS, the Borrower, certain Subsidiaries of the Borrower from time to time party as guarantors (the “Guarantors”), the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Financing Agreement, dated as of January 17, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from to time to time, the “Financing Agreement”);
WHEREAS, the parties hereto wish to make certain amendments to the Financing Agreement as set forth herein;
WHEREAS, the Administrative Agent and each of the Lenders party hereto (collectively constituting the Required Lenders under the Financing Agreement as of the date hereof) are willing, on the terms and subject to the conditions set forth below, to consent to the amendments to the Financing Agreement set forth herein; and
WHEREAS, in connection with, and immediately after, the execution of this Amendment, an Assignment and Assumption Agreement will be entered into by the Lenders party thereto, as assignors, and CPPIB Credit Investments III Inc. (“CPPIB”), as assignee, pursuant to which (i) each such Lender will assign its interests in the Term Loans to CPPIB (as more fully set forth in such Assignment and Assumption Agreement) and (ii) CPPIB will become a Lender under the Financing Agreement (as amended hereby).
NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein and in the Financing Agreement, the parties hereto agree as follows:
“(ii) (x) the use or transfer of Cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents or (y) the sale or liquidation of Investments held in the Designated Securities Account, including any sales made after the Closing Date and/or upon the closing of such account;”
“(f) Investments existing on the Closing Date and described on Schedule 6.7; provided, that, as of the First Amendment Effective Date, the Investments listed [***] of Schedule 6.7 shall cease to be permitted under this clause (f);”
“(t) (x) purchases of securities under the Designated Securities Account occurring after the Closing Date and prior to the First Amendment Effective Date to the extent purchased with proceeds of the Investments held in the Designated Securities Account as of the Closing Date and (y) subject to compliance with Section 4 of the First Amendment, Investments held in the Designated Securities Account, which shall be limited to (i) the Investments held therein as of the First Amendment Effective Date and (ii) any proceeds of such Investments described in the foregoing subclause (i) in the form of cash or Cash Equivalents.”
“Designated Securities Account” means the Initial Designated Securities Account or the Replacement Designated Securities Account, as applicable.
“First Amendment” means that certain First Amendment to Financing Agreement, dated as of February 12, 2024, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
“First Amendment Effective Date” has the meaning assigned to such term in the First Amendment.
“Initial Designated Securities Account” has the meaning assigned to such term in the First Amendment.
“Latest Maturity Date” means, as of any date of determination, the latest maturity date applicable to any Term Loan hereunder as of such date.
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“Replacement Designated Securities Account” has the meaning assigned to such term in the First Amendment.
“Section 2.21 Incremental Term Loans. The Borrower may, from time to time after the Closing Date, with the prior written consent of the Administrative Agent, on one or more occasions request additional term loans (“Incremental Term Loans”) by delivering notice to the Administrative Agent at [***] prior to the requested Credit Date identifying the amount of Incremental Term Loans so requested; provided, however, that:
(a) the aggregate amount of all such Incremental Term Loans shall not exceed $300,000,000;
(b) the Lenders making such Incremental Term Loans have received investment committee approval (in such investment committee’s sole discretion) with respect thereto, and no Lender shall be obligated to provide any Incremental Term Loan Commitments or fund any Incremental Term Loan without its consent;
(c) any such Incremental Term Loan shall be in an amount not less than $[***] (or such lesser amount then agreed to by the Administrative Agent);
(d) the conditions precedent set forth in clauses (i) – (iii) of Section 3.2(a) of the Financing Agreement shall have been satisfied as of the date such Incremental Term Loans are incurred (it being understood and agreed that the incurrence of such Incremental Term Loans shall not be subject to any other conditions precedent set forth in Section 3.2(a) of the Financing Agreement, except to the extent agreed to by the Borrower and the Lenders providing such Incremental Term Loans);
(e) the terms and conditions with respect to any such Incremental Term Loans (including any fees payable in connection therewith) shall be set forth in the applicable Incremental Amendment with respect thereto; provided, however, that:
(i) the final maturity date of such Incremental Term Loans shall be no earlier than the Latest Maturity Date of the then outstanding Term Loans;
(ii) the Weighted Average Life to Maturity of such Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loans (determined without giving effect to any prepayments that reduce amortization or that would otherwise modify the Weighted Average Life to Maturity);
(iii) such Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Term Loans;
(iv) such Incremental Term Loans (A) shall rank pari passu in right of payment and with respect to security with the Obligations, (B) may not be secured by any assets other than the Collateral and (C) may not be guaranteed by any Person that is not a Loan Party;
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(v) except as otherwise expressly permitted in this Section 2.21 (and except for any terms and conditions with respect to any Incremental Term Loans that are applicable only after the Latest Maturity Date of the then outstanding Term Loans), the terms and conditions with respect to any Incremental Term Loans shall not be (A) materially more favorable to the Lenders of such Incremental Term Loans than the existing terms and conditions contained in the Loan Documents that apply to the Lenders of the then outstanding Term Loans (unless such existing terms and conditions contained in the Loan Documents are amended so as to conform to the materially more favorable terms and conditions that apply to the Lenders of the Incremental Term Loans) or (B) materially adverse to the Lenders of the then outstanding Term Loans (in their capacity as such Lenders); and
(f) the commitments in respect of such Incremental Term Loans (the “Incremental Term Loan Commitments”) shall become Term Loan Commitments hereunder pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each existing Lender agreeing to provide such Term Loan Commitment, if any, each additional Lender agreeing to provide such Commitment, if any, and the Administrative Agent. Except as otherwise required by this Section 2.21, any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21.”
“The Designated Securities Account shall not hold any assets other than the Permitted Investments described in clause (t) of the definition thereof. Investments in equity securities issued by public companies shall be limited to Investments held in the Designated Securities Account.”
“This Section 9.13 has been included solely for Dutch law purposes and shall be governed by, and construed in accordance with, the laws of The Netherlands.”
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Failure by the Loan Parties to so perform the conditions subsequent set forth in this Section 4 as and when required by the terms set forth in this Section 4, shall constitute an Event of Default.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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as the Borrower |
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By: |
/s/ Xxxx Xxxxx |
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Name: Xxxx Xxxxx |
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Title: President |
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BRIDGEBIO PHARMA LLC, as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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BRIDGEBIO SERVICES INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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EIDOS THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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PHOENIX TISSUE REPAIR, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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[Signature Page to First Amendment to Financing Agreement]
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ADRENAS THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: Treasurer
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QED THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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ORIGIN BIOSCIENCES, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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CALCILYTIX THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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ML BIO SOLUTIONS INC., as a Guarantor Subsidiary
By: /s/ Xxxxxxxxx Xxx Xxxx: Xxxxxxxxx Xxx Xxxxx: President
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[Signature Page to First Amendment to Financing Agreement]
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BRIDGEBIO GENE THERAPY LLC, as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: Chief Executive Officer
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BRIDGEBIO CHEMISTRY, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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THERAS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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BRIDGEBIO GENE THERAPY RESEARCH, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: Chief Executive Officer
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XXXXXXX THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxxxx Xxxxxxxxx Xxxx: Xxxxxx Xxxxxxxxx Title: President
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[Signature Page to First Amendment to Financing Agreement]
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COA THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxxxx Xxxxxxxxx Xxxx: Xxxxxx Xxxxxxxxx Title: President
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CYAN THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxxxx Xxxxxxxxx Xxxx: Xxxxxx Xxxxxxxxx Title: President
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DTD THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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FERRO THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxxxx Xxxxxxxxx Xxxx: Xxxxxx Xxxxxxxxx Xxxxx: President
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G PROTEIN THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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[Signature Page to First Amendment to Financing Agreement]
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MOLECULAR SKIN THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: Treasurer
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NAVIRE PHARMA, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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PORTAL THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxxxx Xxxxxxxxx Xxxx: Xxxxxx Xxxxxxxxx Xxxxx: President
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SUB21, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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SUB22, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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[Signature Page to First Amendment to Financing Agreement]
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VENTHERA, INC., as a Guarantor Subsidiary
By: /s/ Xxxxxx Xxxxxxxxx Xxxx: Xxxxxx Xxxxxxxxx Xxxxx: President
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EULAMIN THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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SEN THERAPEUTICS, INC., as a Guarantor Subsidiary
By: /s/ Xxxx Xxxxx Xxxx: Xxxx Xxxxx Xxxxx: President
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BB SQUARE CAPITAL, LLC, as a Guarantor Subsidiary
By: /s/ Xxxxxxxxx Xxxxx Xxxx: Xxxxxxxxx Xxxxx Xxxxx: Chief Executive Officer
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BB SQUARE INVESTORS GP I, LLC, as a Guarantor Subsidiary
By: /s/ Xxxxxxxxx Xxxxx Xxxx: Xxxxxxxxx Xxxxx Xxxxx: Chief Executive Officer
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[Signature Page to First Amendment to Financing Agreement]
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BB SQUARE LP INVESTMENT, LLC, as a Guarantor Subsidiary
By: /s/ Xxxxxxxxx Xxxxx Xxxx: Xxxxxxxxx Xxxxx Xxxxx: Chief Executive Officer
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BB SQUARE CAPITAL INVESTORS I, LP, as a Guarantor Subsidiary By: BB Square Investors GP I, LLC
By: /s/ Xxxxxxxxx Xxxxx Xxxx: Xxxxxxxxx Xxxxx Xxxxx: Chief Executive Officer
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BB SQUARE HOLDINGS, LLC, as a Guarantor Subsidiary
By: /s/ Xxxxxxxxx Xxxxx Xxxx: Xxxxxxxxx Xxxxx Xxxxx: Chief Executive Officer
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BRIDGEBIO INTERNATIONAL GMBH, as a Guarantor Subsidiary
By: /s/ Xxxxxx Xxxxx Xxxxxxx Xxxx: Xxxxxx Xxxxx Xxxxxxx Xxxxx: President of the Management
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BRIDGEBIO EUROPE B.V., as a Guarantor Subsidiary
By: /s/ Xxxxxx Xxxxx Xxxxxxx Xxxx: Xxxxxx Xxxxx Xxxxxxx Title: Authorised Signatory
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[Signature Page to First Amendment to Financing Agreement]
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BLUE OWL CAPITAL CORPORATION, |
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as Administrative Agent
By: Blue Owl Credit Advisors LLC, its Investment Advisor
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Authorized Signatory |
[Signature Page to First Amendment to Financing Agreement]
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BLUE OWL CAPITAL CORPORATION |
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as a Lender
By: Blue Owl Credit Advisors LLC, its Investment Advisor |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Authorized Signatory |
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BLUE OWL CAPITAL CORPORATION II |
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as a Lender
By: Blue Owl Credit Advisors LLC, its Investment Advisor |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Authorized Signatory |
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BLUE OWL CAPITAL CORPORATION III |
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as a Lender
By: Blue Owl Diversified Credit Advisors LLC, its Investment Advisor |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Authorized Signatory |
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BLUE OWL CREDIT INCOME CORP. |
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as a Lender
By: Blue Owl Credit Advisors LLC, its Investment Advisor |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Authorized Signatory |
[Signature Page to First Amendment to Financing Agreement]
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BLUE OWL TECHNOLOGY FINANCE CORP. |
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as a Lender
By: Blue Owl Technology Credit Advisors LLC, its Investment Advisor |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Authorized Signatory |
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BLUE OWL TECHNOLOGY FINANCE CORP. II |
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as a Lender
By: Blue Owl Technology Credit Advisors II LLC, its Investment Advisor
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Authorized Signatory |
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BLUE OWL TECHNOLOGY INCOME CORP. |
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as a Lender
By: Blue Owl Technology Credit Advisors II LLC, its Investment Advisor |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Authorized Signatory |
[Signature Page to First Amendment to Financing Agreement]