BridgeBio Pharma: Material Agreement Entered & Terminated, New Obligation

TL;DR

**BridgeBio Pharma just made and broke a big deal, creating new debt; watch for details on what it means for their future.**

AI Summary

BridgeBio Pharma, Inc. filed an 8-K on January 18, 2024, reporting events from January 17, 2024, concerning the entry into and termination of a material definitive agreement, as well as the creation of a direct financial obligation. This indicates significant changes in the company's financial commitments and strategic partnerships, which could impact its future financial health and operational direction. Investors should pay close attention to the details of these agreements as they could signal new opportunities or potential liabilities for BridgeBio Pharma.

Why It Matters

This filing signals significant shifts in BridgeBio Pharma's financial and strategic landscape, potentially impacting its future growth prospects and risk profile. Investors need to understand the nature of these agreements to assess the company's stability and future direction.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of a material definitive agreement, coupled with a new financial obligation, introduces uncertainty regarding the company's strategic direction and financial stability.

Analyst Insight

A smart investor would await further details on the specific nature and terms of the material definitive agreement, its termination, and the new financial obligation to fully assess the impact on BridgeBio Pharma's financial health and strategic direction before making any investment decisions.

Key Players & Entities

• BridgeBio Pharma, Inc. (company) — the registrant filing the 8-K
• January 17, 2024 (date) — date of the earliest event reported
• January 18, 2024 (date) — date the 8-K was filed
• 001-38959 (other) — Commission File Number
• BBIO (other) — Trading Symbol on The Nasdaq Global Select Market

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share BBIO The Nasdaq Global Se
• $500,000,000 — Purchasers agreed to pay to the Company $500,000,000 (net of certain transaction expenses) (
• $950,000,000 — (a) Royalty Interest Payments equal to $950,000,000 ("Cap Amount") and (b) a buy-out paymen
• $25,000,000 — arties shall make a one-time payment of $25,000,000 (in the aggregate) to the Purchasers. U
• $750,000,000 — an aggregate principal amount of up to $750,000,000, comprised of (i) an initial term loan
• $450,000,000 — oan in an aggregate principal amount of $450,000,000 (the "Initial Term Loan") and (ii) one
• $300,000,000 — ns in an aggregate amount not to exceed $300,000,000 (collectively, the "Incremental Term Lo
• $22,500,000 — required to make principal payments of $22,500,000 on the outstanding balance of the Initi
• $50 million — nding amount of such notes of more than $50 million on such dates. The Company may prepay
• $70,000,000 — a minimum unrestricted cash balance of $70,000,000 at all times. The Financing Agreement a

Filing Documents

• ef20019054_8k.htm (8-K) — 43KB
• 0001140361-24-002636.txt ( ) — 181KB
• bbio-20240117.xsd (EX-101.SCH) — 4KB
• bbio-20240117_lab.xml (EX-101.LAB) — 22KB
• bbio-20240117_pre.xml (EX-101.PRE) — 16KB
• ef20019054_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement Funding Agreement On January 17, 2024 (the "Closing Date"), BridgeBio Pharma, Inc. (the "Company") and its subsidiaries Eidos Therapeutics, Inc., BridgeBio Europe B.V. and BridgeBio International GmbH (collectively, the "Seller Parties") entered into a Funding Agreement (the "Funding Agreement") with LSI Financing 1 Designated Activity Company and CPPIB Credit Europe S. r.l. (together, the "Purchasers"), and Alter Domus (US) LLC, as the collateral agent. Pursuant to the Funding Agreement, the Purchasers agreed to pay to the Company $500,000,000 (net of certain transaction expenses) ("Investment Amount") upon the first FDA approval of acoramidis, subject to certain conditions relating to the FDA approval and other customary conditions (such date of payment, "Funding Date"). In return, the Company granted the Purchasers the right to receive payments (the "Royalty Interest Payments") equal to 5% of the global Net Sales of acoramidis ("Net Sales"). Each Royalty Interest Payment will become payable to the Purchasers on a quarterly basis after the Funding Date. In addition, the Seller Parties granted the collateral agent, for the benefit of the Purchasers, a security interest in specific assets related to acoramidis. The Purchasers' rights to the Royalty Interest Payments and ownership interest in Net Sales will terminate upon the earlier of the Purchasers' receipt of (a) Royalty Interest Payments equal to $950,000,000 ("Cap Amount") and (b) a buy-out payment ("Buy-Out Payment") in an amount determined in accordance with the Funding Agreement but that will not exceed the Cap Amount. In the event that a change in control (as customarily defined in the Funding Agreement) occurs on or after the effective date of the Funding Agreement and prior to FDA approval of acoramidis, either party may terminate the Funding Agreement and the Seller Parties shall make a one-time payment of $25,000,000 (in the aggregate) to the P

02

Item 1.02 Termination of a Material Definitive Agreement On the Closing Date, the Company repaid all outstanding principal and accrued interest and fees under the Loan and Security Agreement, dated as November 17, 2021 (as amended to date, the "Existing Loan Agreement"), by and among the Company, as borrower, certain of the Company's subsidiaries party thereto as guarantors, the lenders party thereto and U.S. Bank National Association, as administrative agent and collateral agent (such repayment, the "Refinancing"), which Refinancing was funded with the proceeds of the Initial Term Loan and cash on hand. The Existing Loan Agreement was effectively terminated, and all guarantees and liens granted thereunder were released, on the Closing Date upon the consummation of the Refinancing.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated by reference here.

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. BridgeBio Pharma, Inc. Date: January 18, 2024 By: /s/ Brian C. Stephenson Brian C. Stephenson Chief Financial Officer

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View this 8-K filing on SEC EDGAR