ANI Pharmaceuticals Reports Material Agreement Changes

TL;DR

ANI Pharma terminated a deal, took on new debt, and sold stock. Watch for details.

AI Summary

On August 7, 2024, ANI Pharmaceuticals, Inc. entered into a Material Definitive Agreement related to the termination of a previous agreement. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. Specific details regarding the financial obligations and the terms of the equity sales were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant changes in ANI Pharmaceuticals' contractual obligations and potential dilution from equity sales, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions termination of a material agreement, creation of financial obligations, and unregistered equity sales, all of which carry inherent financial and operational risks.

Key Players & Entities

• ANI Pharmaceuticals, Inc. (company) — Registrant
• August 7, 2024 (date) — Earliest event reported
• August 13, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $316.25 million — euticals, Inc. (the " Company ") issued $316.25 million principal amount of its 2.25% Convertib
• $41.25 million — s are first issued, up to an additional $41.25 million principal amount of Notes. The Notes is
• $306.8 million — Notes are estimated to be approximately $306.8 million. After payment of the cost of entering
• $1,000 — hares of the Company's common stock per $1,000 principal amount of Notes, which repres
• $74.11 — itial conversion price of approximately $74.11 per share of the Company's common stock
• $75.0 million — f the outstanding Notes unless at least $75.0 million aggregate principal amount of Notes are
• $40,000,000 — btedness for borrowed money of at least $40,000,000; and (vi) certain events of bankruptcy,
• $114 — e Capped Call Transactions is initially $114.02, which represents a premium of 100%
• $40.6 million — ped Call Transactions was approximately $40.6 million. The Capped Call Transactions are sepa
• $325 million — s have agreed to provide a delayed draw $325 million senior secured term loan facility (the
• $75 million — 2024 (the " Merger Agreement "), and a $75 million senior secured revolving credit facilit
• $292.5 million — prior to such repayment, approximately $292.5 million in aggregate principal amount was outst

Filing Documents

• dp216536_8k.htm (8-K) — 52KB
• dp216536_ex0401.htm (EX-4.1) — 771KB
• dp216536_ex1001.htm (EX-10.1) — 269KB
• dp216536_ex1002.htm (EX-10.2) — 1237KB
• dp216536_ex9901.htm (EX-99.1) — 12KB
• image_062.jpg (GRAPHIC) — 4KB
• image_063.jpg (GRAPHIC) — 2KB
• image_064.jpg (GRAPHIC) — 3KB
• image_065.jpg (GRAPHIC) — 3KB
• image_066.jpg (GRAPHIC) — 3KB
• image_067.jpg (GRAPHIC) — 2KB
• image_013.gif (GRAPHIC) — 3KB
• 0000950103-24-012144.txt ( ) — 2999KB
• anip-20240807.xsd (EX-101.SCH) — 3KB
• anip-20240807_lab.xml (EX-101.LAB) — 33KB
• anip-20240807_pre.xml (EX-101.PRE) — 22KB
• dp216536_8k_htm.xml (XML) — 3KB

01. Entry Into or Amendment of a Material Definitive Agreement

Item 1.01. Entry Into or Amendment of a Material Definitive Agreement. Indenture and Notes On August 13, 2024 (the " Closing Date "), ANI Pharmaceuticals, Inc. (the " Company ") issued $316.25 million principal amount of its 2.25% Convertible Senior Notes due 2029 (the " Notes "). The Notes were issued pursuant to, and are governed by, an indenture (the " Indenture "), dated as of the Closing Date, between the Company and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "). Pursuant to the purchase agreement between the Company and the representative of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $41.25 million principal amount of Notes. The Notes issued on August 13, 2024 include $41.25 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option. After deducting the initial purchasers' discounts and commissions but before deducting the Company's estimated offering expenses, the net proceeds to the Company from the offering of the Notes are estimated to be approximately $306.8 million. After payment of the cost of entering into the Capped Call Transactions (as defined below), the Company intends to use the remainder of the net proceeds from the Notes offering, together with cash on hand, to repay all outstanding loans, and terminate all commitments, under the Company's existing senior secured credit agreement, dated as of November 19, 2021, by and among the Company, certain of the Company's subsidiaries, as guarantors, Truist Bank, as administrative agent and other parties thereto, as amended, supplemented or otherwise modified from time to time (as amended, the " Existing Credit Agreement "). The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Compa

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement On the Closing Date, the Company terminated the Existing Credit Agreement. In connection with the termination of the Existing Credit Agreement, the Company used proceeds from the offering of the Notes, together with cash on hand, to repay all outstanding loans, and terminate all commitments, under the Existing Credit Agreement, and to pay related accrued and unpaid interest, fees and expenses. As of the Closing Date, immediately prior to such repayment, approximately $292.5 million in aggregate principal amount was outstanding thereunder.

03. Creation of a Direct Financial Obligation or an Off-Balance

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 5,547,246 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 17.5407 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01. Other Events

Item 8.01. Other Events. On the Closing Date, the Company issued a press release announcing that it has completed the sale of the Notes, pursuant to the purchase agreement between the Company and the initial purchasers of the Notes. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would," or the negative of these words or other comparable terminology. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. These statements may include, but are not limited to, statements about the offering and the closing thereof. You should not rely upon forward-looking statements as predictions of future events. Such statements are based on management's expectations as of the date of this Current Report on Form 8-K and involve many risks and uncertainties that could cause our actual results, events or circumstances to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this offering memorandum and particularly in the section titled "Risk Factors" and elsewhere in this offering memorandum and the documents incorporated by reference herein, including in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 and other filings made from time to time with the SEC. We undertake no obligation to update any forward-looking statements made in this Current

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of August 13, 2024, between ANI Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 2.25% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Capped Call Transaction Confirmation. 10.2 Credit Agreement, dated as of August 13, 2024, among ANI Pharmaceuticals, Inc., ANIP Acquisition Company, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions as lenders. 99.1 Press Release of the Company, dated August 13, 2024. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) Certain schedules and certain exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 13, 2024 ANI PHARMACEUTICALS, INC. By: /s/ Stephen P. Carey Name: Stephen P. Carey Title: Senior Vice President Finance and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR