0001104659-21-099072.txt : 20210803 0001104659-21-099072.hdr.sgml : 20210803 20210802213219 ACCESSION NUMBER: 0001104659-21-099072 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 20 FILED AS OF DATE: 20210803 DATE AS OF CHANGE: 20210802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Healthcare Royalty, Inc. CENTRAL INDEX KEY: 0001859651 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-257590 FILM NUMBER: 211137644 BUSINESS ADDRESS: STREET 1: 300 ATLANTIC ST STREET 2: SUITE 600 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: (203) 487-8300 MAIL ADDRESS: STREET 1: 300 ATLANTIC ST STREET 2: SUITE 600 CITY: STAMFORD STATE: CT ZIP: 06901 S-1/A 1 tm2113163-20_s1a.htm S-1/A tm2113163-20_s1a - block - 33.6876943s
As filed with the Securities and Exchange Commission on August 2, 2021.
Registration No. 333-257590​
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​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
​
AMENDMENT NO. 4 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
​
Healthcare Royalty, Inc.
(Exact name of registrant as specified in its charter)
​
​
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
​ ​
2834
(Primary Standard Industrial
Classification Code Number)
​ ​
86-3614695
(I.R.S. Employer
Identification Number)
​
300 Atlantic St, Suite 600
Stamford, Connecticut 06901
(203) 487-8300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
​
Clarke B. Futch
Chairman & Chief Executive Officer
300 Atlantic St, Suite 600
Stamford, Connecticut 06901
(203) 487-8300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
​
Copies to:
​
Jeffrey A. Letalien, Esq.
Andrew R. Mariniello, Esq.
Morgan, Lewis & Bockius LLP
1701 Market St.
Philadelphia, Pennsylvania 19103
(215) 963-5000
​ ​
Richard C. Segal, Esq.
Eric Blanchard, Esq.
Charlie S. Kim, Esq.
Milson C. Yu, Esq.
Cooley LLP
55 Hudson Yards
New York, New York 10001
(212) 479-6000
​
​
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
​ Large accelerated filer ☐ ​ ​ Accelerated filer ☐ ​
​ Non-accelerated filer ☒ ​ ​ Smaller reporting company ☐ ​
​ ​ ​ ​ Emerging Growth Company ☒ ​
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated August 2, 2021
PRELIMINARY PROSPECTUS
[MISSING IMAGE: lg_hcrx-4c.jpg]
46,875,000 Shares
Healthcare Royalty, Inc.
Class A Common Stock
​
This is the initial public offering of shares of Class A common stock by Healthcare Royalty, Inc.
We are offering 31,250,000 shares of Class A common stock, par value $0.01 per share. The selling stockholder identified in this prospectus is offering an additional 15,625,000 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholder.
Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $15.00 and $17.00. Application has been made for the quotation of the Class A common stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “HCRX”.
Upon the closing of this offering, we will have two classes of common stock: Class A common stock offered hereby and Class B common stock, par value $0.01 per share, each of which has one vote per share.
This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. We are a holding company, and immediately after the consummation of the Reorganization Transactions (as defined under “Prospectus Summary — Our Structure”) and this offering, our principal asset will be our ownership interests in Healthcare Royalty Holdings, L.P. (“Holdings LP”). See “Organizational Structure”. Upon the closing of this offering and the Reorganization Transactions, we and the Continuing Investor Partnership (as defined under “Prospectus Summary — Our Structure”) will hold 21.8% and 78.2% of the units of Holdings LP, respectively (or 24.2% and 75.8% of the units of Holdings LP, respectively, assuming the underwriters exercise their option to purchase additional shares of Class A common stock in full). As a result of the Continuing Investor Partnership's ownership of the units of Holdings LP following this offering, we will be a “controlled company” within the meaning of the Nasdaq corporate governance standards. We do not intend to rely on the exemptions from the corporate governance requirements of the Nasdaq corporate governance standards. See “Management — Controlled Company Exemption” and “Principal Stockholders.”
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We are an "emerging growth company" as defined under the federal securities laws. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 25.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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​ ​ ​
Per Share
​ ​
Total
​
Public offering price
​ ​ ​ $     ​ ​ ​ ​ $     ​ ​
Underwriting discounts and commissions(1)
​ ​ ​ $ ​ ​ ​ ​ $ ​ ​
Proceeds, before expenses, to us
​ ​ ​ $ ​ ​ ​ ​ $ ​ ​
Proceeds, before expenses, to the selling stockholder
​ ​ ​ $ ​ ​ ​ ​ $ ​ ​ ​
​
(1)
We have agreed to reimburse the underwriters for certain expenses in connection with the offering. See “Underwriting.”
​
To the extent that the underwriters sell more than 46,875,000 shares of Class A common stock, the underwriters have the option to purchase up to 7,031,250 additional shares, consisting of 3,515,625 shares from us and 3,515,625 shares from the selling stockholder, in each case at the initial public offering price less underwriting discounts and commissions.
​
The underwriters expect to deliver the shares against payment in New York, New York on            , 2021.
​ Goldman Sachs & Co. LLC ​ ​
Citigroup
​ ​
Credit Suisse
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​ Jefferies ​ ​
Cowen
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SVB Leerink
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​ Truist Securities ​ ​
BMO Capital Markets
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Stifel
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Raymond James
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​ Siebert Williams Shank ​ ​
   Cabrera Capital Markets LLC
​ ​
Drexel Hamilton
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Prospectus dated           , 2021
 
TABLE OF CONTENTS
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Page
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​ ​ ​ ​ F-1 ​ ​
 
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We, the underwriters and the selling stockholder have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the underwriters and the selling stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
For investors outside the United States:   None of us, the selling stockholder nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting”.
BASIS OF PRESENTATION
Prior to the consummation of the Reorganization Transactions described under “Organizational Structure — Reorganization Transactions”, in this prospectus, “Healthcare Royalty”, “HCR”, the “Company”, “we”, “us” and “our” refer to the royalty acquiring and financing business of multiple private closed end investment fund limited partnerships individually managed directly or indirectly by HealthCare Royalty Management, LLC (the “Legacy Manager”), which funds will all be combined into a subsidiary of Holdings LP as part of the Reorganization Transactions. After the consummation of the Reorganization Transactions described in this prospectus, “Healthcare Royalty”, “HCR”, the “Company”, “we”, “us” and “our” refer to Healthcare Royalty, Inc., a Delaware corporation, and its subsidiaries on a consolidated basis, as they exist upon the closing of this offering, and references to the “Manager” refer to HCRX Management, LLC, who will be our manager upon the closing of this offering.
HCR was founded in 2006 by three individuals, including our Chairman and Chief Executive Officer, Clarke B. Futch, our Senior Advisor, Gregory B. Brown, M.D., and a third individual who is no longer affiliated with the company, who we refer to as “our founders”.
Unless the context otherwise requires, “our royalties”, “our product portfolio” and “our interests in products” refer to our contractual interests in revenue streams from the sale of biopharmaceutical products. “Royalty-Related Transactions” refer to royalty acquisitions, royalty notes, SYNTHETIC ROYALTY™ financings, and structured debt, each as described further under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
When we refer to the “Royalty Receipts” generated by our portfolio, we are referring to the summation of the following line items from our Statement of Cash Flows in our historical combined financial statements included elsewhere in this prospectus: (i) Cash collections from royalty interests, (ii) Cash collections from notes and (iii) Proceeds from sale of investments.
In this prospectus, we reference projected Royalty Receipts as of June 30, 2021. In each such instance, these projected Royalty Receipts represent preliminary projections and financial data that are subject to change as the Legacy Manager finalizes its valuation work in connection with the quarter close. The preliminary financial data included in this prospectus has been prepared by, and is the responsibility of, the Legacy Manager. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
Prior to this offering, acquisitions of royalties have typically been accounted for as financial assets measured at fair value. We acquire royalties on both approved products and development-stage product candidates.
Following this offering, we will no longer prepare our consolidated financial statements on an investment company basis and will instead prepare our consolidated financial statements as an operating company, and we expect to measure the majority of our assets using the amortized cost
 
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accounting methodology (the “New Methodology”). As an operating company, the royalty interests and notes that we hold as of March 31, 2021 and will acquire in the future will be treated as investments in cash flow streams and classified as financial assets. For more information regarding our change in accounting methodology, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Understanding our Financial Reporting”.
Certain monetary amounts, percentages and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
MARKET AND INDUSTRY DATA
This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, and filings of public companies in our industry, unless otherwise expressly stated. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we are responsible for all of the disclosure in this prospectus and believe the industry and market data to be reliable as of the date of this prospectus, we have not independently verified the accuracy or completeness of this third-party data. Industry and market data are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including because the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties, including those described in “Risk Factors”. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.
TRADEMARKS AND TRADE NAMES
This prospectus contains trademarks, service marks and trade names of third parties or their products, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.
NON-GAAP FINANCIAL MEASURES
In this prospectus, we have included financial measures that are compiled in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as well as certain non-GAAP financial measures. These non-GAAP financial measures include Adjusted EBITDA and Adjusted Cash Flow, which are each presented as supplemental measures to our GAAP financial performance.
These non-GAAP financial measures exclude the impact of certain items and therefore have not been calculated in accordance with GAAP. In each case, because our operating performance is a function of our liquidity, the non-GAAP financial measures used by management are presented and defined as supplemental liquidity measures. We caution readers that amounts presented in accordance with our definitions of Adjusted EBITDA and Adjusted Cash Flow may not be the same as similar measures used by other companies. Not all companies and analysts calculate the non-GAAP financial measures we use in the same manner. We compensate for these limitations by using non-GAAP financial measures as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures, in each case being net cash provided by operating activities.
 
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Management relies on Adjusted EBITDA and Adjusted Cash Flow as indicators of our cash flow and operating performance. We believe that Adjusted Cash Flow provides meaningful information about our liquidity and operating performance because our business is heavily reliant on our ability to generate consistent cash flows and this measure reflects the core cash collections and cash charges comprising our operating results. Management believes that our significant operating cash flow is one of the attributes that attracts potential investors to our business. We also anticipate that Adjusted EBITDA will be used by our potential lenders to assess our ability to meet our financial covenants. If we cannot satisfy these financial covenants, we would be prohibited under our credit agreement from engaging in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments, and acquiring and disposing of assets. Consequently, Adjusted EBITDA is critical to the assessment of our liquidity.
Adjusted EBITDA is intended to show our Royalty Receipts less operating expenses. Our Royalty Receipts represent our total cash inflows from our Royalty-Related Transactions and include repayments of amounts related to acquisitions from prior periods in the current period. Adjusted EBITDA gives effect to investments for new Royalty-Related Transactions for the current period to the extent cash flows are received from such investments during the current period.
In addition, we believe that Adjusted Cash Flow helps identify underlying trends in our business and permits investors to more fully understand how management assesses our performance, including planning and forecasting for future periods. Management uses Adjusted Cash Flow to evaluate our ability to generate cash, to evaluate the performance of the business and to evaluate our performance as compared to our peer group. Such measure is an indication of our financial strength and the performance of our business. Management uses Adjusted Cash Flow when considering available cash, including for decision-making purposes related to funding of acquisitions, voluntary debt repayments, dividends and other discretionary investments. Further, we believe this non-GAAP financial measure helps management and investors evaluate our ability to generate liquidity from operating activities.
Management also uses Adjusted Cash Flow to compare its performance against non-GAAP financial measures used by many companies in the biopharmaceutical industry, even though each company may customize its own calculation and therefore one company’s metric may not be directly comparable to another’s. We believe that non-GAAP financial measures, including Adjusted Cash Flow, are frequently used by sell-side research analysts, investors and other interested parties to evaluate companies in our industry.
The non-GAAP financial measures used in this prospectus have limitations as analytical tools, and you should not consider them in isolation or as a substitute for the analysis of our results as reported under GAAP. For more information regarding these non-GAAP financial measures and a reconciliation of such measures to comparable GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures”.
 
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PROSPECTUS SUMMARY
This summary highlights some of the information in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including the “Risk Factors” section and the combined financial statements and the notes to those statements.
Overview
We are the leading mid-market royalty acquisition company, based upon the number of transactions and aggregate value of capital deployed since 2016. We focus on growth assets and emerging companies driving innovation in the biopharmaceutical industry. We consider “mid-market” to comprise royalty acquisitions for transaction sizes between $20 million and $250 million. Our founders have been pioneers in the healthcare royalty and debt financing markets since 2001, and formed HCR in 2006 to build on their leadership in collaborating with inventors, academic institutions, small and mid-cap biotechnology companies and leading global pharmaceutical companies. Our in-house scientific, regulatory and transactional capabilities differentiate us from other industry participants and are the basis for our reputation among potential partners as knowledgeable, creative, and able to solve complex and potentially significant financing needs. Our senior team’s acquisition and financing approach, which has been honed over two decades to be both scalable and repeatable, has resulted in a long history of acquiring interests in both pre-approval and approved innovative therapies targeting large unmet or underserved medical needs. We have purposefully built a diverse portfolio across the therapeutic spectrum, including blockbuster assets such as Shingrix, innovative growth products such as Krystexxa, and recently launched products such as Xpovio. We believe that our (i) proprietary internal research and regulatory capabilities, (ii) mid-market focus, (iii) structuring flexibility, (iv) refined process designed to enable repeatable results and (v) regional sourcing model enable us to participate in the compounding growth seen in the biopharmaceutical sector and will cement our leadership position.
Our mission is to facilitate innovation by deploying capital consistently and reliably in products that serve unmet or underserved medical needs. We intend to achieve this mission by expanding our portfolio of approved and pre-approval products using cash flow generated by our existing portfolio as well as capital raised in the public equity market and debt raised in the public and private markets. Our process for evaluating acquisition and financing opportunities has been optimized through decades of experience and is designed to efficiently assess opportunities, identify risks and establish appropriate Royalty-Related Transaction structures. Although each Royalty-Related Transaction is different, the approach for internal vetting remains consistent to ensure each opportunity fits our overall selection criteria and appropriately balances risk and reward. In addition, our ongoing active portfolio management serves as a feedback loop designed to ensure our screening is resulting in the performance and asset exposure we desire. At the core of our time-tested process is a culture of transparency and dissent as well as an efficient and rigorous diligence process focused on asset quality, scientific and clinical differentiation, commercial profile and intellectual property protection. We believe our existing portfolio, strong cash flow and differentiated approach position us well to execute on our mission.
From 2006 through June 30, 2021, we and our founders have deployed approximately $4.7 billion across 76 Royalty-Related Transactions involving 79 products. In addition, prior to 2006, our founders deployed approximately $532 million across 14 Royalty-Related Transactions involving 14 products. Our portfolio today provides curated exposure to a wide range of medically necessary products across multiple therapeutic categories. As of June 30, 2021, our portfolio consisted of 35 products that span the therapeutic spectrum, including neurology, gastroenterology, vaccines and anti-infectives, oncology, hematology and rare genetic disorders. In 2020, products in our current portfolio generated approximately $12 billion of sales, and we generated Royalty Receipts of approximately $405 million, compared to Royalty Receipts of approximately $253 million in 2019. For the three months ended March 31, 2021, products in our current portfolio generated approximately $151 million in Royalty Receipts, compared to Royalty Receipts of approximately $88 million in the three months ended March 31, 2020. When we refer to the “Royalty Receipts” generated by our portfolio, we are referring to the summation of the following line items from our combined Statement of Cash Flows in our historical combined financial statements included elsewhere in this prospectus: (i) Cash collections from royalty interests, (ii) Cash
 
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collections from notes and (iii) Proceeds from sale of investments. The growth in Royalty Receipts was primarily through the acquisition of new products (92% of such growth), with the remainder of such growth resulting from increased Royalty Receipts from pre-existing products. Over the past three fiscal years (2018 to 2020) the growth in Royalty Receipts was split almost evenly between existing products (49%) and new acquisitions (51%). For the three months ended March 31, 2021, net cash provided by operating activities was approximately $5.7 million, compared to net cash used in operating activities of approximately $204.7 million in the three months ended March 31, 2020. For the three months ended March 31, 2021, we generated Adjusted EBITDA of approximately $141 million, compared to Adjusted EBITDA of approximately $76 million in the three months ended March 31, 2020. Adjusted EBITDA is calculated as Royalty Receipts less Payments for operating costs and professional services from the combined Statements of Cash Flows. In the three months ended March 31, 2021, we generated Adjusted Cash Flow of approximately $138 million, compared to Adjusted Cash Flow of approximately $75 million in the three months ended March 31, 2020. Adjusted Cash Flow is defined as Adjusted EBITDA less Interest paid from the combined Statements of Cash Flows. In 2020, net cash used in operating activities was approximately $649.5 million, compared to net cash used in operating activities of approximately $174.2 million in 2019. In 2020, we generated Adjusted EBITDA of approximately $371 million, compared to Adjusted EBITDA of approximately $224 million in 2019, and Adjusted Cash Flow of approximately $364 million in 2020, compared to Adjusted Cash Flow of approximately $223 million in 2019. Over the past three fiscal years, we grew our Royalty Receipts, Adjusted EBITDA and Adjusted Cash Flow at compound annual growth rates of 50%, 53% and 52%, respectively.
Beginning in 2014, we implemented a thoughtful expansion and institutionalization of our business. Our expansion included significant investment in the build-out of our regional offices, the in-sourcing of scientific and regulatory expertise, and adding more industry veterans to our team of Senior Advisors. During this period, we put in place a well-defined acquisition and financing strategy, as well as an acquisition process that ensured all Royalty-Related Transactions go through the same rigorous, well-defined approval framework. These acquisition and process improvements allowed for an accelerated pace of deployment, averaging more than $500 million annually over the past five years, and growing to $1 billion deployed in 2020. We also believe that the acquisition and process improvements have established a strong foundation for future growth.
We currently have dedicated personnel in Boston, London, the New York metro area and San Francisco — the key biopharmaceutical centers globally. Over 90% of U.S. biopharmaceutical IPOs from 2016 to March 31, 2021 (excluding offering size less than $50 million and U.S. IPOs of foreign issuers) and 95% of the top 20 large-cap pharmaceutical companies by net sales either are headquartered or have offices in our current regional coverage areas. Our regional sourcing strategy enables us to develop and maintain direct relationships with emerging biopharmaceutical companies and other constituents involved in the biopharmaceutical ecosystem.
The biopharmaceutical industry has experienced explosive growth and rapid innovation over the last several years fueled by dramatic acceleration in medical research. In 2019, an estimated $186 billion was invested in research and development and this amount is expected to increase to $233 billion by 2026, according to Evaluate Pharma. At the same time, the increasing cost of drug development has created a significant capital need for industry innovators. The dramatic acceleration of medical research in recent years has led to a better understanding of the molecular origins of disease and identification of potential targets for therapeutic intervention. In addition, global prescription pharmaceutical sales are projected to grow from approximately $965 billion in 2021 to approximately $1.2 trillion in 2024. On a broader scale, global and secular trends, including population growth, increasing life expectancy and growth of the middle classes in emerging markets are also contributing factors to the growth of the biopharmaceutical industry. The significant pace of biopharmaceutical innovation, the proliferation of new biotechnology companies and the increasing cost of drug development have created a significant need for capital over recent years that we believe will continue in the future and will provide a sustainable tailwind for our business.
Royalties play a fundamental and growing role in the biopharmaceutical industry. The increasing complexity and cost of drug development today typically involves a number of industry participants, resulting in an increased pipeline of royalties. Academia and other research institutions conduct basic
 
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research and license new technologies to industry for further development. Biotechnology companies typically in-license these new technologies or develop new technologies themselves, add value through applied research and early-stage clinical development, and then either out-license the resulting development-stage product candidates to large biopharmaceutical companies for late-stage clinical development and commercialization, or commercialize the products themselves. The persistent funding needs of royalty holders, primarily emerging biopharmaceutical companies, has led to a robust royalty acquisition and related debt financing market that we estimate reached a record $9.5 billion in 2020. Given our leadership position within the mid-market royalty acquisition sector, we are able to capitalize on the growing volumes of royalties that are created as new therapies are developed to address unmet or underserved medical needs. Our focus on mid-market transactions also fits the quantum of capital emerging biopharmaceutical companies are often seeking.
Portfolio Highlights
Our portfolio is diversified across therapeutic categories, treatment modalities, indications and marketers. As of June 30, 2021, no single asset accounted for more than 11% of our portfolio, the top three products accounted for 26% of our portfolio and the top three marketers represented 33% of our portfolio, in each case as measured by projected Royalty Receipts. As of June 30, 2021, the assets in our portfolio represented 12 therapeutic categories, with the top category representing 21% and the top three categories representing 49% of the portfolio as measured by projected Royalty Receipts. We also have meaningful exposure to drugs that have received special designation from the FDA, including, but not limited to, Orphan Drug Exclusivity.(1) These products comprise 41% of the portfolio as of June 30, 2021 (by projected Royalty Receipts). We believe special designation by the FDA is indicative of our asset criterion that products satisfy an unmet or underserved medical need. Also, orphan drugs receive market protection along with intellectual property protection. Under the Orphan Drug Act, the FDA may grant orphan designation to a product intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States.
Below are key characteristics regarding the diversity and duration of our current portfolio.
Diversification (as of June 30, 2021 unless otherwise indicated and based on projected Royalty Receipts)
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35 products, with the largest product (Shingrix) expected to represent less than 11% of projected Royalty Receipts
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13 drugs that have received FDA special designation (Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations)
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12 therapeutic categories, with the largest therapeutic category (neurology) representing 21% of projected Royalty Receipts
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Most therapeutic categories have subcategories; for instance, neurology includes several sub-categories such as epilepsy, sleep management, migraine and Parkinson’s disease
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Nevertheless, Royalty Receipts to date have been concentrated among a limited number of products, with our top 10 products accounting for 86% of Royalty Receipts for the three months ended March 31, 2021 and 81% and 82% of our Royalty Receipts for the years ended December 31 2020 and 2019, respectively.
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Projected Duration (as of June 30, 2021 and weighted by projected Royalty Receipts)
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10.0 years of projected duration (the projected period of time during which we expect to receive Royalty Receipts from the specific asset) from the time of acquisition (certain transactions have a limit on proceeds to us (referred to as “multiple cap”) resulting in an earlier projected terminal date relative to the contractual royalty maturity date)
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(1)
Special designations include Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations.
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11.5 years of maximum duration from the time of acquisition (excludes impact of multiple caps and uses the contractual royalty maturity date as terminal date)
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In several cases, patent updates following our acquisition have resulted in a longer projected duration and/or a higher royalty rate over a longer time period; select examples include:
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•
Myozyme — patent assumptions enhanced by 1.4 years due to resolution of a patent challenge
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•
Brineura — patent term extension provided an additional 1.8 years at a higher royalty rate
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•
Projected duration detail for our top 20 portfolio holdings is provided in the section titled “Business — Portfolio Highlights”.
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The following table provides further detail on our top 20 portfolio holdings as of June 30, 2021, based on projected Royalty Receipts.
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1.
Multiple cap refers to applicable acquisitions in which a maximum amount of potential proceeds to HCR is effectuated based on projected Royalty Receipts.
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2.
Novel Drug are defined by the FDA as innovative products that serve previously unmet medical needs or otherwise significantly help to advance patient treatments.
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3.
Special designations include Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, (collectively defined as ‘Expedited Programs for Serious Conditions’), Orphan Drug, and Qualified Infectious Disease Product designations. These designations are awarded by the FDA based on a comprehensive review process.
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4.
The Movantik acquisition represents two distinct transactions with two separate counterparties in February 2020 (RedHill) and December 2020 (Nektar).
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5.
Represents two transactions with Coherus, a convertible debt investment that comes due in 2022 and a senior debt investment that comes due in 2025.
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6.
Gocovri projected Royalty Receipts include a small portion of royalties from Namzaric, acquired from Adamas and marketed by AbbVie.
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7.
Adynovate is an additional royalty interest that was acquired in the Nektar transaction referenced in footnote 4.
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Projections of Projected Duration and Royalty Receipts are based upon forecasts by the Legacy Manager of future sales and cash flows anticipated to be generated by each asset determined through the use of internal models prepared by the Legacy Manager in the ordinary course of business in order to evaluate the performance of existing investments. The Legacy Manager is controlled by affiliates of HCR and has its own employees who provide services for HCR, but are not employees of HCR. The employees of the Legacy Manager will become employees of the Manager in connection with this offering. The Manager will be operated by the same personnel as currently operate the Legacy Manager and certain newly hired individuals engaged as a result of our growth and transition to operating as a public company. Such projections are based on certain assumptions and subject to various uncertainties relating to the performance of such products, including the impact of competition by new products and governmental or regulatory action.
Our Strengths
We believe that the following elements of our platform have enabled us to build a foundational product portfolio and will allow us to add to the portfolio in the future.
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We employ a refined, efficient process to evaluate Royalty-Related Transaction opportunities that has been honed by our senior team over two decades and has delivered consistent results.   Our process for evaluating Royalty-Related Transaction opportunities has been optimized through decades of experience and is designed to efficiently assess opportunities, identify risks and establish appropriate Royalty-Related Transaction structures. Although each Royalty-Related Transaction is different, the approach for internal vetting remains consistent to ensure each opportunity fits our overall asset selection criteria and appropriately balances risk and reward.
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•
Clearly defined asset selection criteria enable us to efficiently assess opportunities and leverage the expertise of our platform.   Our disciplined approach towards Royalty-Related Transactions is based on clearly established criteria. By focusing on assets that largely adhere to these fundamental criteria, we are able to more efficiently apply our investment process and maximize our resources, resulting in a robust product portfolio.
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•
Our well-established business model and thoughtful expansion strategy has enabled the formation of deep industry relationships and differentiated sourcing capabilities.   Our investment in a robust regional presence has broadened our landscape of actionable opportunities and has accelerated our pace of Royalty-Related Transactions (averaging approximately $500 million of annual Royalty-Related Transactions since 2016, the initial stages of our regional sourcing model). From 2016 to 2020, more than 50% of our Royalty-Related Transactions were sourced on a proprietary and/or non-intermediated basis. Additionally, in 2020, all four regional offices generated an asset acquisition or financing, and three of our four regional offices have generated an asset acquisition as of the first half of 2021.
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•
We have an established and consistent history of success driven by our deep, relevant experience.   Members of our team have more than an aggregate of 500 years of relevant healthcare experience. Since 2001, members of our senior team have executed on 90 Royalty-Related Transactions comprising 93 products. Our overall pace and rate of deployment have steadily increased since inception, particularly since the start of our expansion period in 2014. As we have grown, we have continued to refine and hone our process, methodically expanding our team’s capabilities and geographic presence to facilitate our pace of growth. Through our planned expansion, we have maintained a consistent process based on a high level of rigor and selectivity when evaluating acquisitions or financings. Over this same period, we have consistently generated, on average, unlevered mid teen gross returns at the asset level in our core focus on biopharmaceuticals.
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•
Our creativity and ability to design flexible solutions enables us to create synergistic relationships with our partners.   To best serve potential partners, we often create a menu of customizable solutions across a wide range of transaction structures that are often more
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tailored than traditional options. We have executed bespoke transactions in royalty, SYNTHETIC ROYALTY™ financings, and debt structures across stages of development, therapeutic areas, geographies and risk/reward parameters.
•
Our extensive, diversified portfolio provides the foundation for future growth and serves as validation to future partners.   Our process, experience and flexibility have enabled us to create a portfolio of assets that we believe would be difficult to replicate, having been assembled largely over a seven-year period and consisting of 35 assets. In 2020, products in our current portfolio generated approximately $12 billion of sales, and we generated Royalty Receipts of $405 million, compared to Royalty Receipts of $253 million in 2019. Our portfolio is diversified across therapeutic categories, treatment modalities, indications and marketers. We also have meaningful exposure to drugs that have received special designation from the FDA, including but not limited Orphan Drug Exclusivity.(1) These products comprise 41% of the portfolio as of June 30, 2021 (by projected Royalty Receipts). We believe special designation by the FDA is indicative of our asset criterion that products satisfy an unmet or underserved medical need. Also, orphan drugs receive market protection along with intellectual property protection.
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•
Our strong track record of pre-approval Royalty-Related Transactions provides another driver for future growth.   Our experience and institutionalized investment process also allow us to evaluate and execute Royalty-Related Transactions involving pre-approval assets and assets with indication expanding potential. Since 2001, members of our senior team have closed transactions related to 14 products that were not approved, in which such product was the primary driver of the acquisition. In each instance, the product was ultimately approved.
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Our Competitive Advantages
We believe that we have established a number of significant competitive advantages that will enable us to further advance our leadership position and our status as a partner of choice to emerging biopharmaceutical companies.
•
Our highly refined and efficient acquisition and financing process creates a foundation to enable repeatable results and growth.   Since 2014, we have refined our operating efficiency by crafting our organizational culture to be process-driven, analytically-focused, and rewarding of collaboration and sharing of intellectual capital. This culture is also focused on continuous improvement, as we work to hone our sourcing, diligence and negotiation processes to increase their effectiveness. We believe the standardization and refinement of these elements have enabled us to consistently produce repeatable results and provide a meaningful competitive advantage. In 2020, we reviewed 160 potential new acquisition or financing opportunities, which resulted in seven closed transactions.
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•
Our proprietary insights enable a more effective and efficient acquisition and financing process, which we believe drives better results.   Our established infrastructure of in-house scientists, regulatory experts and Senior Advisors are essential in directing the organization’s focus on therapeutic areas and products that could be most promising. Once potential Royalty-Related Transactions are under consideration, these teams are also fully integrated into the diligence review process and leverage our long-term investment in scientific expertise and proprietary research.
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•
Our regional sourcing approach drives differentiated high-quality deal flow across the biopharmaceutical sector.   We have established regional offices in Boston, London, the New York metro area and San Francisco that allow us to develop and maintain direct relationships with emerging biopharmaceutical companies and other constituents involved in the biopharmaceutical ecosystem. Our systematic and institutionalized sourcing program generates a robust pipeline of proprietary opportunities that we believe is unrivalled in the royalty space.
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(1)
Special designations include Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations.
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​
 
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•
Our ability to customize solutions for our partners creates high-quality and expanded access to acquisition and financing opportunities.   The ability to present a number of creative solutions in a royalty, SYNTHETIC ROYALTY™ financing or debt structure differentiates our company from other industry participants and enables us to address the specific capital needs of potential partners. We believe our flexible mandate provides us with a large opportunity set of transactions to evaluate. Many of our peers generally focus on either royalty purchases or on debt investments.
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•
Our foundational portfolio provides us with scale and enhances our brand as a top royalty partner in the biopharmaceutical ecosystem.   We have amassed a portfolio of 35 assets as of June 30, 2021, diversified across therapeutic categories, treatment modalities, indications and marketers. This portfolio was built deliberately over a more than seven-year period and now produces significant predictable cash flows. Our current portfolio and scale enable us to support our differentiated infrastructure and is a visible indicator of our consistent activity and expertise, reinforcing the HCR brand of being a partner of choice in this sector.
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Our Growth Strategy
Our mission is to facilitate innovation by deploying capital consistently and reliably in products that serve unmet or underserved medical needs. The key components of our growth strategy are summarized below.
•
Leverage our regional sourcing infrastructure and differentiated scientific expertise to capitalize on strong industry tailwinds.   The biopharmaceutical industry has experienced explosive growth and rapid innovation over the last several years fueled by dramatic acceleration in medical research. The significant ongoing growth and capital needs of the biopharmaceutical market provides a substantial tailwind for our business and expands our pipeline of potential partners. By combining our regional sourcing infrastructure with the expertise of our in-house scientists and Senior Advisors, we believe we are well positioned to take advantage of the favorable long-term industry tailwinds.
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•
Broaden our Royalty-Related Transaction pipeline with access to increased capacity and attractively priced capital.   We believe access to the public equity market as well as the public and private debt markets will provide us access to capital at a meaningfully lower cost than what we have today. We believe this lower cost capital will enable us to acquire or finance high-quality opportunities at competitive prices, deliver favorable returns, and widen our opportunity set.
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•
Leverage internal expertise and increased operational flexibility to acquire or invest in royalties on attractive late stage pre-approval assets.   We believe we have the differentiated ability to assess scientific, commercial and financial merits to identify attractive acquisition opportunities in late-stage, de-risked assets. We believe our new corporate structure will provide
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7
 
us enhanced operational flexibility to assess both pre-approval and commercial opportunities, and deploy our disciplined approach to further enhance the pipeline and in turn generate future growth.
•
Maintain our disciplined approach and acquisition culture as we grow.   Our culture is defined by collaboration, creativity and thought leadership, as well as a commitment to support innovation and life-changing therapies by partnering with the biopharmaceutical industry. We believe our disciplined acquisition approach and refined repeatable process are critical to our success. We are committed to maintaining our culture as we move to the next stage of growth. We will also continue to recruit and expand our team to support our growth plans.
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Our Approach
Our approach is to identify attractive products and therapeutic areas of focus and then evaluate how to (i) acquire royalties on, or (ii) finance the marketers of, products we believe fit our asset selection criteria. Our team combines scientific expertise, regional sourcing resources and sophisticated transaction knowledge to target and close on attractive growth biopharmaceutical assets. We actively monitor the evolving treatment landscape and leverage our broad network of relationships with biopharmaceutical firms, physicians, scientists, and other market participants to identify new acquisition or financing candidates. This approach ensures a robust and diversified pipeline of opportunities by product type and therapeutic area.
Our own internal projections with respect to the potential Royalty Receipts from a potential acquisition candidate are typically lower than and may differ substantially from the counterparty’s estimates or Wall Street consensus. For certain products such as Brineura, Gocovri and Xpovio, for which our sales estimates at the time of investment were lower than Wall Street consensus, we have negotiated and structured terms of the investments that have enabled us to generate strong rates of return. We seek to minimize risks related to underperformance of the products in our portfolio through various structural protections, including milestone payments, reverse-tiered royalties, underperformance or catch-up payments, royalty rate “ratchet” provisions or escalating hard caps, or by purchasing a lower portion of sales or structuring the investment as a debt instrument with a guaranteed repayment obligation. Over 70% of our existing portfolio contains one or more of these structural protections. Conversely, our use of our own internal models to generate projections that differ from Wall Street consensus has enabled us to identify potential opportunities for upside, including our investments in Shingrix, Udenyca and Trelegy Ellipta whose sales have outperformed Wall Street estimates.
Key characteristics across our existing portfolio and future acquisition or financing candidates are as follows:
•
Clinically validated: therapies that have received regulatory approval or are clinically de-risked, such as having complete Phase 3 data or a filed New Drug Application or a Biologics License Application with the FDA.
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•
High unmet and/or underserved need: therapies that address areas of significant unmet or underserved medical need, either in smaller patient populations for rare disease indications or larger patient populations for more prevalent indications.
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•
High value proposition: therapeutic areas and indications with favorable reimbursement dynamics and significant willingness to pay.
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•
Differentiation within treatment landscape: therapies that disrupt the existing treatment paradigm and are founded on innovation with substantial potential.
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•
Growth potential: therapies where we see strong long-term potential, based on our in-depth evaluation and in-house scientific expertise.
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•
Strong marketer: therapies that fit our acquisition and financing model of providing support for emerging biopharmaceutical companies, while deriving most of the portfolio revenue from established marketers.
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•
Barriers to entry: therapies that are protected with strong IP and/or other barriers including regulatory exclusivity and manufacturing complexity.
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We foster a culture of dissent, accountability and transparency; we believe these firm values create better outcomes for our stockholders. A core element of our culture of accountability is the ongoing review of our existing portfolio as part of our broader portfolio management strategy, providing continued engagement with partners and an important feedback loop post-transaction. Our acquisition and financing platform is designed to serve as a long-term capital resource for our biopharmaceutical partners, offering flexible financing solutions that are directly aligned with their specific business models and objectives. We seek to not only provide capital but to also be a long-term partner to biopharmaceutical companies.
Our Organizational Structure
We are a corporation incorporated in Delaware. Upon the closing of this offering, our principal asset will be our direct or indirect 100% ownership of all of Holdings LP’s Class A limited partnership units (the “Holdings LP Class A Units”). In contemplation of this offering, we reassessed our status as an investment company for accounting purposes under U.S. GAAP. As a result of, among other things, the anticipated changes to our organizational structure, business strategy and capital return policy, we believe that, upon the closing of this offering, we will no longer meet the definition of an investment company under U.S. GAAP as we will not possess the characteristics of an investment company. Therefore, following the closing of this offering, we will prepare our consolidated financial statements as an operating company under the New Methodology.
The diagram below depicts our organizational structure before the Reorganization Transactions, the steps of the Reorganization Transactions, the steps of the post-Reorganization Transactions, and our organizational structure immediately following the Reorganization Transactions, assuming the sale of the number of shares set forth on the cover page of this prospectus and no exercise of the underwriters’ option to purchase additional shares of our Class A common stock. The diagram is provided for illustrative purposes only and does not represent all legal entities affiliated with our organizational structure.
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Pursuant to a reorganization agreement entered into on June 30, 2021, investors in the Legacy HCR Partnerships (as defined below) agreed to merge the Legacy HCR Partnerships with and into Investments LP HoldCo, with Investments LP HoldCo as the surviving limited partnership (collectively, the “Reorganization Merger”). As used in this prospectus, the term “Legacy HCR Partnerships” refers to (i) HealthCare Royalty Partners III, L.P., (ii) HealthCare Royalty Partners III-A, L.P., (iii) HealthCare Royalty Partners IV, L.P., (iv) HealthCare Royalty Partners IV-A, L.P., (v) HCR Canary Fund, L.P., (vi) HCR Molag Fund, L.P., (vii) HCRP Overflow Fund, L.P., (viii) HCR Stafford Fund, L.P., (ix) HCR H.O.P. Fund, L.P., (x) HCR Potomac Fund, L.P. and (xi) PPCF Harris Feeder, L.P.
The Reorganization Merger is expected to be consummated immediately prior to the closing of this offering. In connection with the Reorganization Merger, investors in Legacy HCR Partnerships will receive interests in the Continuing Investor Partnership. As used in this prospectus, “Continuing GP Investors” refers to the legacy general partners of the Legacy HCR Partnerships, “Continuing LP Investors” refers to the limited partners of the Legacy HCR Partnerships, and “Continuing Investors” refers to the Continuing GP Investors and Continuing LP Investors collectively. The Continuing Investor Partnership owns all of the outstanding Holdings LP Class B Units (the “Holdings LP Class B Units”).
Our corporate structure following the completion of the Reorganization Merger, as described above, is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering. We will operate and control the business affairs of Holdings LP through our direct or indirect ownership of 100% of Holdings LP’s Class A Units, conduct our business through Holdings LP and its subsidiaries and include Holdings LP and its subsidiaries in our consolidated financial statements. Our Up-C structure will allow the Continuing Investors to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity, for income tax purposes following this offering. One of these benefits is that future taxable income of Holdings LP that is allocated to such owners in respect of
 
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their Holdings LP Class B Units will be taxed on a flow-through basis and, therefore, Holdings LP is not expected to be subject to corporate taxes at the entity level. In addition, the Up-C structure provides potential future tax benefits for us when the Continuing Investors ultimately exchange their Holdings LP Class B Units for shares of Class A common stock. Finally, certain of the Continuing Investors may prefer holding Class A common stock because it reduces the possibility of being exposed to Holdings LP income with potentially adverse tax consequences.
Immediately following the closing of this offering, a portion of the Holdings LP Class B Units indirectly held by each Continuing Investor in the Continuing Investor Partnership, including Holdings LP Class B Units indirectly held by our executive officers, will be repurchased on a pro rata basis by Holdings LP at the initial public offering price per share for a total of $1.5 billion. Assuming the sale by us of 31,250,000 shares of Class A common stock and the sale by the selling stockholder of 15,625,000 shares of Class A common stock, in each case at an assumed price per share equal to the midpoint of the price range on the cover page of this prospectus, and the completion of the Debt Financing (as described in “—Debt Financing” below) with an annual interest rate of 4.5% on the Senior Notes and 2.75% on the Term Loan, with no amounts drawn under the New Credit Facility, Holdings LP will repurchase 93,750,000 Holdings LP Class B Units, including 348,790 Holdings LP Class B Units indirectly held by our executive officers. It is intended that the Holdings LP Class B Units indirectly held by our executive officers repurchased in the Reorganization Buyback Transaction will not exceed the number of Holdings LP Class B Units necessary to satisfy applicable tax obligations incurred by our executive officers in connection with the Reorganization Transactions. We refer to this repurchase as the “Reorganization Buyback Transaction”. We intend to finance the Reorganization Buyback Transaction with a portion of the proceeds of this offering and the Debt Financing.
In connection with the closing of this offering, various reorganization transactions will be effected, including:
•
the Reorganization Merger;
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•
the Reorganization Buyback Transaction;
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•
the Debt Financing described under “—Debt Financing” below; and
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•
the execution of the Management Agreements with the Manager.
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We refer to these transactions collectively as the “Reorganization Transactions”.
Following the closing of this offering, the Continuing Investor Partnership will hold a number of shares of our Class B common stock equal to the number of Holdings LP Class B Units held by it. The Continuing Investor Partnership will, upon the individual instruction of any of its partners from time to time, in accordance with procedures and limitations as set forth in the Holdings LP Agreement, the limited partnership agreement of the Continuing Investor Partnership, and the Exchange Agreement, distribute the Holdings LP Class B Units and corresponding shares of Class B common stock held on behalf of such partner that are subject to such instruction, which will then be exchanged for shares of our Class A common stock (which shares of Class A common stock will be subject to the terms of the underwriters’ “lock-up” agreements in connection with this offering and the additional transfer restrictions described below and, if applicable, will be held in escrow to satisfy obligations to pay additional carried interest to the Continuing GP Investors, as described below). Each Holdings LP Class B Unit will be exchangeable on a one-for-one basis, together with a corresponding share of Class B common stock, for a share of Class A common stock pursuant to the Exchange Agreement. Upon such exchange the Company will retire the corresponding share of Class B common stock. Our Class B common stock will not be publicly traded and holders of Class B common stock only have limited rights to receive a distribution equal to their nominal value upon a liquidation, dissolution or winding up of the Company. However, Holdings LP Class B Units are entitled to dividends and distributions. Our Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law, with each share entitled to one vote.
The Continuing GP Investors have agreed with the Continuing LP Investors to realize any carried interest or performance fees, as the case may be, in respect of Legacy HCR Partnership arrangements, in the form of carried interest in the Continuing Investor Partnership, which will own the Holdings LP
 
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Class B Units following the Reorganization Transactions. The carried interest formula will be based on that of each Legacy HCR Partnership, if applicable, and will only apply to Continuing LP Investors that were subject to a carried interest or performance fee arrangement with the applicable Continuing GP Investor of the relevant Legacy HCR Partnership. A portion of such carried interest will be crystalized at the time of the Reorganization Buyback Transaction and this offering. Such carried interest crystallization will result in Continuing GP Investors indirectly receiving Holdings LP Class B Units through increased ownership in the Continuing Investor Partnership with a corresponding decrease in the ownership of Holdings LP Class B Units by applicable Continuing LP Investors through decreased ownership in the Continuing Investor Partnership. In addition, the Continuing GP Investors have agreed to crystallize their carried interest or performance fees in the same manner at the time of (i) any registered secondary sales of shares, based on the applicable sale price of such secondary sales and (ii) on a quarterly basis thereafter during the period between the first and the third anniversary of this offering (each of the events in clause (i) and (ii), together with this offering, a “Crystallization Event”).
Continuing LP Investors that are subject to such carry arrangements have agreed that if they exchange their Holdings LP Class B Units for shares of our Class A common stock, a portion of such shares of Class A common stock will be held in escrow until the third anniversary of this offering in order to implement the agreed upon arrangements with the Continuing GP Investors (such shares held in escrow, the “Escrowed Class A Common Stock”). The applicable Continuing GP Investor will receive its additional carried interest through the release of such Escrowed Class A Common Stock (the “Additional Carry Shares”) (or increased ownership of the Continuing Investor Partnership to the extent such Continuing LP Investor has not converted its Holdings LP Class B Units) (x) at the end of each fiscal quarter during the period beginning on the first anniversary of the closing of this offering and ending on the third anniversary of this offering and (y) at the time of and in connection with any secondary sales of shares by Continuing LP Investors. At the end of each such fiscal quarter, a portion of the total shares of Escrowed Class A Common Stock (or Holdings LP Class B Units, as applicable) that remain unsold at the first anniversary of the closing of this offering may be released from escrow to the Continuing GP Investors as additional carried interest on deemed releases of shares by Continuing LP Investors, the amount of which will be based on the then-current price per share of our Class A common stock. Any shares of Escrowed Class A Common Stock Units or Holdings LP Class B Units not released to the Continuing GP Investors following the third anniversary of this offering would be released from escrow back to the applicable Continuing LP Investor.
A portion of the Escrowed Class A Common Stock that is not released as Additional Carry Shares shall be released from escrow to the owners thereof at each Crystallization Event (and any remaining Escrowed Class A Common Stock will be released following the third anniversary or earlier if applicable trading or sales prices described above are less than the price sufficient to earn any Additional Carry Shares).
The additional carried interest arrangement was aimed at aligning the carried interest realization associated with the Legacy HCR Partnerships with the liquidity events or deemed liquidity events of the Continuing LP Investors over a three year period. In addition, it was aimed to incentivize the management team of the Manager to complete an initial public offering and to maximize the trading price performance of the Company subsequent to the initial public offering.
The effect of the additional carried interest arrangement will be to transfer from the Continuing LP Investors to the Continuing GP Investors either limited partnership interests in the Continuing Investor Partnership exchangeable for, or shares of, Escrowed Class A Common Stock, of up to 31,909,702 shares of Class A common stock, or up to 14.8% of the total outstanding shares of Class A common stock of the Company following completion of the offering, calculated on a fully diluted basis.
The additional carried interest arrangements only affect the Continuing Investors, through their ownership in the Continuing Investor Partnership and of Escrowed Class A Common Stock, and do not have a dilutive effect on investors that purchase shares of Class A common stock in this offering. As no additional Class B Units or shares of Class B Common Stock will be issued in connection with such arrangements, a portion of the Escrowed Class A Common Stock that is not released as Additional Carry Shares shall be released from escrow to the owners thereof at each Crystallization Event (and any
 
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remaining Escrowed Class A Common Stock will be released following the third anniversary or earlier if applicable trading or sales prices described above are less than the price sufficient to earn any Additional Carry Shares).
See “Organizational Structure — Ownership of Holdings LP Class B Units by Continuing Investor Partnership” for more information.
Except for sales by the selling stockholder in this offering, the shares of our Class A common stock issuable upon exchange of Holdings LP Class B Units (the “Underlying Shares”) will be non-transferable for one year following the closing of this offering, subject to limited exceptions. Such Underlying Shares will be subject to additional transfer restrictions following the first anniversary of this offering through periods between the third and fifth anniversary of this offering, as more fully described in “Organizational Structure — Ownership of Holdings LP Class B Units by Continuing Investor Partnership — Additional Transfer Restrictions”.
The Manager
HCR was founded in 2006 by three individuals, including our Chairman and Chief Executive Officer, Clarke B. Futch, our Senior Advisor, Gregory B. Brown, M.D., and Todd C. Davis, who ceased serving on Legacy Manager’s transaction review committee in 2016 and was no longer affiliated with HCR following December 31, 2017, who we refer to as “our founders”.
Historically, our business has been managed by the Legacy Manager. In connection with this offering we and Holdings LP will each enter into a management agreement (each a “Management Agreement”, and collectively, the “Management Agreements”) with the Manager pursuant to which the Manager will, among other things, manage the existing assets of our business and source and evaluate new Royalty-Related Transactions, subject to oversight by our board of directors. The Manager will be a newly formed legal entity providing the same services to us that have been provided to HCR by the Legacy Manager. The Manager will be a separate legal entity from us, operating pursuant to the Management Agreements, with its own employees who perform services for us, but are not our employees. The Legacy Manager also has its own employees who provide services for HCR, but are not employees of HCR. The employees of the Legacy Manager will become employees of the Manager in connection with this offering. The Manager will be operated by the same personnel as currently operate the Legacy Manager and certain newly hired individuals engaged as a result of our growth and transition to operating as a public company. The Manager will continue to use the same investment process and criteria currently applied by the Legacy Manager to evaluate potential investment opportunities. The Management Agreements have an initial term of ten years, after which they can be renewed for an additional term of three years, unless either the Company or the Manager provides notice of non-renewal 180 days prior the expiration of the initial term. We and Holdings LP will each pay the Manager a quarterly Operating and Personnel Payment pursuant to the terms of each Management Agreement. The Manager may not be removed during the initial or any renewal term without cause. The Manager is an “investment adviser” registered with the SEC under the U.S. Investment Advisers Act of 1940. For a description of the terms of the Management Agreements, including the Manager’s Operating and Personnel Payment, see “The Manager”, and see “Management” for information regarding the management team of the Manager.
The Manager is owned and controlled indirectly by Mr. Futch. Certain former owners of the Legacy Manager own a minority non-voting economic interest in the Manager, which entitles such persons to a portion of the revenue of the Manager for a period of time, with Mr. Futch having the right to buy out such minority non-voting economic members’ interest ten years after the closing of this offering. The former owner has no rights to control or direct the decision making or actions of the Manager
In addition, the executives and other employees of the Manager, including certain former founders and owners, will be entitled to equity performance awards based on the performance of investments, determined on a portfolio-by-portfolio basis. Investments made during each two-year period will be grouped together as separate portfolios, with the first portfolio commencing on the date of our initial public offering and ending on December 31, 2022. We do not currently expect any material equity performance
 
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awards to be payable for five to seven years after the closing of this offering. For a description of the terms of such awards, see “The Manager  —  Equity Performance Awards”.
Debt Financing
On July 29, 2021, Investments LP issued $650 million aggregate principal amount of 4.5% Senior Notes due 2029 (the “Senior Notes”), with the proceeds of the issuance of Senior Notes held in escrow until the completion of this offering. In addition, prior to the completion of this offering, we expect Investments LP to enter into a $850 million Senior Secured Term Loan (the “Term Loan”) and $550 million Senior Secured Revolving Credit Facility (the “New Credit Facility” and together with the Senior Notes and Term Loan, the “Debt Financing”), provided that the completion of this offering will be a condition to our ability to borrow thereunder. See “Description of Indebtedness”.
Summary of the Offering Structure
In connection with the Reorganization Merger, which is expected to be consummated immediately prior to the closing of this offering, investors who invested in HCR through the Legacy HCR Partnerships will exchange their limited partnership interests in the Legacy HCR Partnerships for limited partnership interests in the Continuing Investor Partnership. Upon the closing of this offering, we will own directly or indirectly all of the outstanding Holdings LP Class A Units and the Continuing Investor Partnership will own all of the outstanding Holdings LP Class B Units. As a result of the Reorganization Transactions, Holdings LP and its subsidiaries will own 100% of the assets of HCR.
Pursuant to agreements with the Continuing Investor Partnership, certain Continuing LP Investors, including the selling stockholder, have agreed to exchange, shortly before or upon consummation of this offering, interests in the Continuing Investor Partnership into shares of Class A common stock. Such shares of Class A common stock will be held in escrow as discussed above. See — “Organizational Structure — Additional Carried Interest”.
Upon the closing of this offering and the consummation of the Reorganization Buyback Transaction:
•
Our Class A common stock will be held as follows:
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•
46,875,000 shares (or 53,906,250 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) by public investors; and
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•
additional shares by the Continuing Investors upon conversion following this offering (which shares will be held in escrow upon the closing of this offering as described under the section titled “Organizational Structure”)
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•
Our Class B common stock (together with the same number of Holdings LP Class B Units) will be held as follows:
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•
168,625,000 shares by the Continuing Investor Partnership.
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•
The combined voting power in the Company will be as follows:
​
•
21.8% by public investors (and the Continuing Investors through their ownership of Class A common stock) (or 24.2% if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
​
•
78.2% by the Continuing Investors, including our management team, through the Continuing Investor Partnership (or 75.8% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
​
See “Risk Factors — Risks Relating to Our Organization and Structure”, “Organizational Structure” and “Certain Relationships and Related Party Transactions”.
Summary Risk Factors
Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors”. These risks and uncertainties include factors related to:
 
16
 
•
sales risks of biopharmaceutical products on which we receive royalties;
​
•
our ability to identify suitable assets for us to acquire or in which to invest;
​
•
uncertainties related to the acquisition of interests or investments in development-stage biopharmaceutical product candidates and our strategy to add development-stage product candidates and late stage funding opportunities to our product portfolio;
​
•
the assumptions underlying our business model;
​
•
our ability to successfully execute our Royalty-Related Transaction strategy;
​
•
our ability to leverage our competitive strengths;
​
•
actual and potential conflicts of interest with the Manager and its affiliates;
​
•
the ability of the Manager or its affiliates to attract and retain highly talented professionals;
​
•
our change in accounting methodology from that of an investment company to that of an operating company following the closing of this offering, pursuant to which we expect to measure the majority of our financial assets using the amortized cost accounting methodology, which may impair comparability of our financial results following this offering versus our historical results for periods prior to this offering and may cause our prior financial results not to be indicative of our future financial performance under the new accounting methodology;
​
•
our indebtedness, which was $493 million as of March 31, 2021, and which we expect will be approximately $1.5 billion as of the completion of this offering with the ability to draw an additional $550 million under our New Credit Facility, may inhibit our operating flexibility and reduce cash flow available for dividends, as well as limit our ability to respond to changing business conditions;
​
•
the effect of changes to tax legislation and our tax position; and
​
•
the risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this prospectus and in our filings with the SEC.
​
Implications of Being an Emerging Growth Company
As a company with less than $1.07 billion in revenue during our most recently completed fiscal year as of the initial filing date of the registration statement of which this prospectus forms a part, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. These provisions include:
•
presentation of only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus;
​
•
reduced disclosure about our executive compensation arrangements;
​
•
no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; and
​
•
exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.
​
We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of this offering; (ii) the first fiscal year after our annual gross revenues are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934,
 
17
 
as amended (the “Exchange Act”). We have taken advantage of reduced disclosure regarding the presentation of certain historical financial information in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold stock.
The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.
Corporate Information
We were incorporated in Delaware on April 26, 2021. We are a newly formed company, previously had no material assets and have not engaged in any business or other activities except in connection with the Reorganization Transactions described under “Organizational Structure”. Our principal executive offices are located at 300 Atlantic Street, Suite 600, Stamford, Connecticut 06901, and our telephone number is (203) 487-8300. Our website is www.healthcareroyalty.com. Our website and the information contained therein or connected thereto is not incorporated into this prospectus or the registration statement of which it forms a part.
 
18
 
OFFERING
Class A common stock offered by us
31,250,000 shares.
Class A common stock offered by the selling stockholder
15,625,000 shares.
Option to purchase additional Class A common stock
We and the selling stockholder have granted the underwriters an option to purchase up to an additional 7,031,250 shares of Class A common stock, including 3,515,625 shares offered by us and 3,515,625 shares offered by the selling stockholder, exercisable for 30 days after the date of this prospectus.
Class A common stock to be outstanding after this
offering
46,875,000 (or 53,906,250 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Class B common stock to be outstanding after this
offering and the Reorganization Transactions
168,625,000 (after giving effect to 93,750,000 shares of Class B common stock repurchased in the Reorganization Buyback Transaction, assuming an initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus).
Voting power held by holders of Class A common stock after giving effect to this
offering and the Reorganization Transactions
21.8% (or 24.2% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Voting power held by holders of Class B common stock after giving effect to this offering and the Reorganization Transactions 
78.2% (or 75.8% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Reorganization Buyback Transaction
Immediately following the closing of this offering, a portion of the Holdings LP Class B Units indirectly held by Continuing Investors in the Continuing Investor Partnership will be repurchased on a pro rata basis by Holdings LP at the initial public offering price per share for a total of $1.5 billion. Assuming the sale by us of 31,250,000 shares of Class A common stock and the sale by the selling stockholder of 15,625,000 shares of Class A common stock, in each case at a price per share equal to the midpoint of the price range on the cover page of this prospectus, and the completion of the Debt Financing, with no amounts drawn under the New Credit Facility, Holdings LP will repurchase 93,750,000 Holdings LP Class B Units, including 348,790 Holdings LP Class B Units indirectly held by our executive officers. It is intended that the
 
19
 
Holdings LP Class B Units indirectly held by our executive officers repurchased in the Reorganization Buyback Transaction will not exceed the number of Holdings LP Class B Units necessary to satisfy applicable tax obligations incurred by our executive officers in connection with the Reorganization Transactions.
We intend to finance the Reorganization Buyback Transaction with a portion of the proceeds of this offering and the Debt Financing.
Use of proceeds
We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will be approximately $468.5 million, or approximately $522.0 million if the underwriters exercise their option to purchase additional shares of Class A common stock in full, assuming an initial public offering price of $16.00 per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses.
We intend to use the net proceeds from the sale of shares of our Class A common stock to purchase newly-issued Holdings LP Class A Units directly from Holdings LP at a purchase price per unit equal to the initial public offering price per share of Class A common stock less underwriting discounts and commissions.
Holdings LP intends to use the proceeds from our purchase of newly issued Holdings LP Class A Units plus a portion of the proceeds from the Debt Financing (approximately $1.5 billion in total) for the Reorganization Buyback Transaction described above.
We intend to cause Holdings LP and its subsidiaries to use any remaining net proceeds of this offering and the Debt Financing, including the net proceeds from the issuance and sale of any of the shares of Class A common stock pursuant to an exercise of the underwriters’ option to purchase additional shares, after deducting underwriting discounts and other offering expenses, to pursue additional Royalty-Related Transactions and for other general corporate purposes, including payment of operating expenses to our Manager and other professional and administrative fees. See “Use of Proceeds”.
Proposed Nasdaq trading
symbol
“HCRX”
Voting rights
Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters to be voted on by our stockholders.
Holders of shares of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. See “Description of Capital Stock”.
The Continuing Investor Partnership, which own all of our outstanding Class B common stock, will vote such shares as directed by the Continuing Investors.
 
20
 
Controlled company
exemption ............
Upon the completion of this offering, the Continuing Investor Partnership will beneficially own securities constituting approximately 78.2% of the combined voting power of our outstanding shares of Class A common stock and Class B common stock. Because the Continuing Investor Partnership will own a majority of the combined voting power of our outstanding shares of Class A common stock and Class B common stock, we will be considered a “controlled company” within the meaning of Nasdaq’s corporate governance standards.
As a result, we may be able to avail ourselves of the “controlled company” exemption under Nasdaq’s rules from certain of the corporate governance listing requirements. However, if Continuing LP Investors indirectly owning a substantial portion of our securities through the Continuing Investor Partnership exchange a sufficient amount of their interests in the Continuing Investor Partnership for shares of our Class A common stock or Class B common stock, the Continuing Investor Partnership would beneficially own securities constituting less than a majority of the combined voting power of our outstanding shares of Class A common stock and Class B common stock. Such Continuing LP Investors will have the right to effectuate such exchanges at any time following the completion of this offering, as described under “Organizational Structure.” As a result of the substantial likelihood that we will not remain a “controlled company” in the long term due to future exchanges, we do not intend to rely on such controlled company exemptions.
See “Management — Controlled Company Exemption.”
Operating and personnel
payment
We and Holdings LP will each pay the Manager a quarterly Operating and Personnel Payment pursuant to the terms of each Management Agreement. We have no personnel of our own and the Operating and Personnel Payment is intended to fund operating and personnel costs of the Manager and its affiliates. The Operating and Personnel Payment made by Holdings LP is based on tiers of Royalty Receipts and will not be subject to adjustment based on actual operating and personnel expenses of the Manager. See “The Manager — Management Agreements”.
Reserved Shares Program
At our request, the underwriters have reserved up to 5.0% of the shares of Class A common stock offered by this prospectus for sale, at the initial public offering price, to our directors, officers, Continuing Investors and other individuals associated with us and members of their respective families. The sales will be made by Stifel, Nicolaus & Company, Incorporated, an underwriter of this offering, through a reserved shares program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same
 
21
 
terms as the other shares of Class A common stock. Participants in the directed share program who purchase more than $1.0 million of Class A common stock will be subject to a 25-day lock-up restriction with respect to any shares sold to them pursuant to the reserved shares program. This lock-up will have similar restrictions to the 180-day lock-up restrictions described in “Underwriting.” Any shares of Class A common stock sold to our directors, executive officers or Continuing Investors pursuant to the reserved shares program will be subject to the 180-day lock-up restrictions described in “Underwriting.”
Risk Factors
See “Risk Factors” for a discussion of risks you should consider carefully before deciding to invest in our Class A common stock.
Unless we specifically state otherwise, the information in this prospectus (i) does not take into account the issuance of up to 7,031,250 shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares of Class A common stock, which includes 3,515,625 shares offered by us and 3,515,625 shares offered by the selling stockholder, or (ii) gives effect to the Reorganization Transactions, including the Reorganization Buyback Transaction (based on an assumed repurchase price per share at the midpoint of the price range on the cover page of this prospectus).
 
22
 
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OTHER DATA
The following tables set forth certain summary historical combined financial and other data of HCR as of the dates and for the periods indicated. The business of HCR is the predecessor of Healthcare Royalty, Inc. for financial reporting purposes. The historical financial data as of and for the years ended December 31, 2020 and 2019 were derived from the audited combined financial statements of HCR included elsewhere in this prospectus. The historical financial data as of and for the three months ended March 31, 2021 and 2020 were derived from the unaudited combined financial statements of HCR included elsewhere in this prospectus. The three months ended March 31, 2021 is not representative of the year and the year is not representative of future performance. Healthcare Royalty, Inc. was formed as a Delaware corporation on April 26, 2021 and has not, to date, conducted any activities other than those incidental to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part.
The unaudited pro forma information gives effect to (i) the Reorganization Transactions described under “Organizational Structure”, and (ii) the sale of 46,875,000 shares of Class A common stock in this offering, as if each had been completed as of December 31, 2020, in the case of the unaudited pro forma consolidated balance sheet data as of December 31, 2020, and as of January 1, 2020 with respect to the unaudited pro forma consolidated statements of comprehensive income data. See “Unaudited Pro Forma Financial Information” and “Capitalization”.
The summary historical and pro forma financial and other data presented below do not purport to be indicative of the results that can be expected for any future period and should be read together with “Capitalization”, “Unaudited Pro Forma Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined historical financial statements and related notes thereto included elsewhere in this prospectus.
​ ​ ​
Pro
Forma(1)(2)
​ ​
Years Ended
December 31,
​ ​
Three Months
Ended March 31,
​
​ ​ ​
2020
​ ​
2020
​ ​
2019
​ ​
2021
​ ​
2020
​
​ ​ ​
(in thousands)
​
Combined Results of Operations Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty income
​ ​ ​ $ 166,467 ​ ​ ​ ​ $ 166,467 ​ ​ ​ ​ $ 130,792 ​ ​ ​ ​ $ 65,303 ​ ​ ​ ​ $ 32,871 ​ ​
Note interest
​ ​ ​ ​ 50,397 ​ ​ ​ ​ ​ 50,397 ​ ​ ​ ​ ​ 38,060 ​ ​ ​ ​ ​ 15,245 ​ ​ ​ ​ ​ 11,422 ​ ​
Paid-in-kind interest
​ ​ ​ ​ 11,953 ​ ​ ​ ​ ​ 11,953 ​ ​ ​ ​ ​ 8,399 ​ ​ ​ ​ ​ 212 ​ ​ ​ ​ ​ 1,813 ​ ​
Other Income
​ ​ ​ ​ 10 ​ ​ ​ ​ ​ 10 ​ ​ ​ ​ ​ 53 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total investment income
​ ​ ​ ​ 228,827 ​ ​ ​ ​ ​ 228,827 ​ ​ ​ ​ ​ 177,305 ​ ​ ​ ​ ​ 80,760 ​ ​ ​ ​ ​ 46,106 ​ ​
Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Management fees(3)
​ ​ ​ ​ 30,381 ​ ​ ​ ​ ​ 26,666 ​ ​ ​ ​ ​ 20,538 ​ ​ ​ ​ ​ 6,759 ​ ​ ​ ​ ​ 6,632 ​ ​
Performance fees(4)
​ ​ ​ ​ 8,531 ​ ​ ​ ​ ​ 8,531 ​ ​ ​ ​ ​ 4,267 ​ ​ ​ ​ ​ 2,574 ​ ​ ​ ​ ​ 1,061 ​ ​
Interest expense
​ ​ ​ ​ 63,223 ​ ​ ​ ​ ​ 7,294 ​ ​ ​ ​ ​ 1,219 ​ ​ ​ ​ ​ 2,915 ​ ​ ​ ​ ​ 1,218 ​ ​
Net investment income
​ ​ ​ ​ 123,174 ​ ​ ​ ​ ​ 183,550 ​ ​ ​ ​ ​ 147,627 ​ ​ ​ ​ ​ 68,047 ​ ​ ​ ​ ​ 36,418 ​ ​
Net realized and unrealized gain (loss) on investments:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ 11,102 ​ ​ ​ ​ ​ 11,102 ​ ​ ​ ​ ​ (7,706) ​ ​ ​ ​ ​ (1,284) ​ ​ ​ ​ ​ 2,208 ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 58,599 ​ ​ ​ ​ ​ 58,599 ​ ​ ​ ​ ​ 32,631 ​ ​ ​ ​ ​ 45,009 ​ ​ ​ ​ ​ 3,587 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 69,701 ​ ​ ​ ​ ​ 69,701 ​ ​ ​ ​ ​ 24,925 ​ ​ ​ ​ ​ 43,725 ​ ​ ​ ​ ​ 5,795 ​ ​
Net increase in partners’ capital resulting from operations
​ ​ ​ ​ 192,875 ​ ​ ​ ​ ​ 253,252 ​ ​ ​ ​ ​ 172,552 ​ ​ ​ ​ ​ 111,772 ​ ​ ​ ​ ​ 42,213 ​ ​
Less: Income attributable to non-controlling interest
​ ​ ​ ​ (150,921) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Net increase in partners’ capital resulting
from operations attributable to controlling
interest
​ ​ ​ $ 41,954 ​ ​ ​ ​ $ 253,252 ​ ​ ​ ​ $ 172,552 ​ ​ ​ ​ $ 111,772 ​ ​ ​ ​ $ 42,213 ​ ​
 
23
 
​ ​ ​
Years Ended
December 31,
​ ​
Three Months
Ended
​
​ ​ ​
2020
​ ​
2019
​ ​
March 31, 2021
​
​ ​ ​
(in thousands)
​
Combined Balance Sheet Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash and cash equivalents
​ ​ ​ $ 11,733 ​ ​ ​ ​ $ 10,145 ​ ​ ​ ​ $ 64,629 ​ ​
Investments, at fair value
​ ​ ​ ​ 2,418,499 ​ ​ ​ ​ ​ 1,511,328 ​ ​ ​ ​ ​ 2,524,325 ​ ​
Interest receivable
​ ​ ​ ​ 3,477 ​ ​ ​ ​ ​ 2,982 ​ ​ ​ ​ ​ 3,451 ​ ​
Total assets
​ ​ ​ ​ 2,435,273 ​ ​ ​ ​ ​ 1,525,506 ​ ​ ​ ​ ​ 2,593,601 ​ ​
Revolving credit
​ ​ ​ ​ 493,000 ​ ​ ​ ​ ​ 82,642 ​ ​ ​ ​ ​ 493,000 ​ ​
Partners’ capital
​ ​ ​ ​ 1,931,953 ​ ​ ​ ​ ​ 1,437,932 ​ ​ ​ ​ ​ 2,090,945 ​ ​
Cash Flow Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net cash provided by (used in): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Operating activities
​ ​ ​ ​ (649,540) ​ ​ ​ ​ ​ (174,248) ​ ​ ​ ​ ​ 5,676 ​ ​
Financing activities
​ ​ ​ ​ 651,128 ​ ​ ​ ​ ​ 174,020 ​ ​ ​ ​ ​ 47,220 ​ ​
​ ​ ​
Pro
Forma(1)(2)
​ ​
Years Ended
December 31,
​ ​
Three Months
Ended March 31,
​
​ ​ ​
2020
​ ​
2020
​ ​
2019
​ ​
2021
​ ​
2020
​
​ ​ ​
(in thousands)
​
Other Financial Measures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash collections from royalty interests
​ ​ ​ $ 227,440 ​ ​ ​ ​ $ 227,440 ​ ​ ​ ​ $ 171,500 ​ ​ ​ ​ $ 98,701 ​ ​ ​ ​ $ 26,179 ​ ​
Cash collections from notes
​ ​ ​ ​ 55,803 ​ ​ ​ ​ ​ 55,803 ​ ​ ​ ​ ​ 45,836 ​ ​ ​ ​ ​ 19,785 ​ ​ ​ ​ ​ 12,145 ​ ​
Proceeds from sales of Investments
​ ​ ​ ​ 121,838 ​ ​ ​ ​ ​ 121,838 ​ ​ ​ ​ ​ 35,616 ​ ​ ​ ​ ​ 33,010 ​ ​ ​ ​ ​ 49,391 ​ ​
Total Royalty Receipts
​ ​ ​ $ 405,081 ​ ​ ​ ​ $ 405,081 ​ ​ ​ ​ $ 252,952 ​ ​ ​ ​ $ 151,496 ​ ​ ​ ​ $ 87,715 ​ ​
Payments for operating costs and professional services
​ ​ ​ ​ (38,933) ​ ​ ​ ​ ​ (34,485) ​ ​ ​ ​ ​ (28,478) ​ ​ ​ ​ ​ (10,416) ​ ​ ​ ​ ​ (11,639) ​ ​
Adjusted EBITDA (non-GAAP)(5)
​ ​ ​ $ 366,148 ​ ​ ​ ​ $ 370,596 ​ ​ ​ ​ $ 224,474 ​ ​ ​ ​ $ 141,080 ​ ​ ​ ​ $ 76,076 ​ ​
Interest Paid
​ ​ ​ ​ (75,368) ​ ​ ​ ​ ​ (6,456) ​ ​ ​ ​ ​ (1,073) ​ ​ ​ ​ ​ (2,904) ​ ​ ​ ​ ​ (763) ​ ​
Adjusted Cash Flow (non-GAAP)(5)
​ ​ ​ $ 290,780 ​ ​ ​ ​ $ 364,140 ​ ​ ​ ​ $ 223,402 ​ ​ ​ ​ $ 138,176 ​ ​ ​ ​ $ 75,313 ​ ​
​
(1)
The unaudited pro forma Combined Results of Operations Data for the year ended December 31, 2020 present selected financial data after giving effect to the Reorganization Transactions and the sale of Class A common stock in this offering, as further described in “Unaudited Pro Forma Financial Information.” The assumptions and adjustments to the Combined Results of Operations Data are described in the notes to the unaudited pro forma financial information in “Unaudited Pro Forma Financial Information.”
​
(2)
The unaudited pro forma Other Financial Measures as of and for the period ended December 31, 2020 present selected non-GAAP financial measures, which are supplemental measures to our GAAP financial measures, after giving effect to the Reorganization Transactions and the sale of Class A common stock in this offering, as further described in “Unaudited Pro Forma Financial Information.” The adjustments and assumptions to the non-GAAP Other Financial Measures are described in “Non-GAAP Financial Measures.”
​
(3)
Reflects the recognition of incremental Operating and Personnel Payment of $4.4 million on a pro forma basis. Under the terms of the Management Agreements, the Operating and Personnel Payment will be calculated as described in “The Manager — Management Agreements.”
​
(4)
After giving effect to the Reorganization Transactions and the sale of Class A common stock pursuant to this offering, there will be a change to the amount of performance fees. No adjustment has been made as an amount cannot be quantified at this time.
​
(5)
Management relies on Adjusted EBITDA and Adjusted Cash Flow as indicators of our cash flow and operating performance. We believe both to be critical to the assessment of our liquidity. Each non-GAAP financial measure functions as a supplemental measure of liquidity and is not required by, or presented in accordance with, GAAP. They are not measurements of our performance or liquidity under GAAP and should not be considered as alternatives to Net cash used in operating activities or Net increase in partners’ capital resulting from operations or any other performance or liquidity measure derived in accordance with GAAP. The adjustments and assumptions to Adjusted EBITDA and Adjusted Cash Flow, together with reconciliations to their most comparable GAAP measures, are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.” Adjusted EBITDA is intended to show our Royalty Receipts less operating expenses. Our Royalty Receipts represent our total cash inflows from our Royalty-Related Transactions and include repayments of amounts related to acquisitions from prior periods in the current period. Adjusted EBITDA gives effect to investments for new Royalty-Related Transactions for the current period to the extent cash flows are received from such investments during the current period.
​
​
 
24
 
RISK FACTORS
An investment in our Class A common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in our Class A common stock. If any of the adverse events described in the following risk factors, as well as other factors which are beyond our control, actually occurs, our business, results of operations and financial condition may suffer significantly. As a result, the trading price of our Class A common stock could decline, and you may lose all or part of your investment in our Class A common stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.
Risks Relating to Our Business
Biopharmaceutical products are subject to sales risks.
Biopharmaceutical product sales may be lower than expected due to a number of reasons, including pricing pressures; insufficient demand; product competition; failure of clinical trials; lack of market acceptance; obsolescence; lack of acceptance by Medicare, Medicaid, or private insurance providers; loss of patent protection; the impact of the COVID-19 pandemic or other factors. In addition, development-stage and other product candidates may fail to reach the market. Unexpected side effects, safety or efficacy concerns can arise with respect to a product, including after a product receives regulatory approval for commercialization, leading to product recalls, withdrawals or declining sales. Any of these occurrences could cause our financial performance to be weaker than expected and harm our business, financial condition and results of operations.
The royalty market may not grow at the same rate as it has in the past, or at all, and we may not be able to acquire sufficient royalties or investment in sufficient marketers to sustain the growth of our business.
We have been able to grow our business over time by primarily acquiring royalties and other related instruments with marketers of biopharmaceutical products. However, we may not be able to identify and acquire a sufficient number of royalties, or royalties of sufficient scale, or invest in a sufficient number of marketers, to invest the full amount of capital that may be available to us in the future, or at our targeted amount and rate of deployment, which could prevent us from executing our growth strategy and negatively impact our results of operations. The royalty market may not grow at the same rate as it has in the past, and we rely on counterparties’ willingness to sell their assets. Changes in the royalty market, including its structure and participants, changes in preferred methods of financing and capital raising in the biopharmaceutical industry, or a reduction in the growth of the biopharmaceutical industry, could lead to diminished opportunities for us to acquire royalties, fewer royalties or investment opportunities being available, or increased competition for royalties or other investment opportunities. Even if we continue to acquire royalties or engage in financing transactions with marketers, they may not generate a meaningful return for a period of several years, if at all, due to numerous factors including the structure of the transaction, or circumstances relating to the underlying products. As a result, we may not be able to continue to grow as we have in the past, or at all. Failure to acquire sufficient royalties or investment in sufficient marketers to sustain the growth of our business would adversely affect our ability to obtain royalty income, which would adversely affect our business, financial condition and results of operations.
Biopharmaceutical products are subject to substantial competition, which can affect royalty payments.
The biopharmaceutical industry is a highly competitive and rapidly evolving industry. The length of any product’s commercial life cannot be predicted with certainty. There can be no assurance that one or more products on which we are entitled to a royalty will not be rendered obsolete or non-competitive by new products or improvements on which we are not entitled to a royalty made to existing products, either by the current marketer of such products or by another marketer. Current marketers of products may undertake these development efforts in order to improve their products or to avoid paying our royalty.
 
25
 
Adverse competition, obsolescence or governmental and regulatory action or healthcare policy changes could significantly affect the revenues, including royalty-related revenues, of the products underlying our Royalty-Related Transactions.
Competitive factors affecting the market position and success of each product include:
•
efficacy;
​
•
safety and side effect profile;
​
•
price, including third-party insurance reimbursement policies;
​
•
timing and introduction of the product;
​
•
effectiveness of marketing strategy and execution;
​
•
market acceptance;
​
•
manufacturing, supply and distribution;
​
•
governmental regulation;
​
•
availability of lower-cost generics and/or biosimilars;
​
•
intellectual property protection and exclusivity;
​
•
treatment innovations that eliminate or minimize the need for a product; and
​
•
product liability claims.
​
Products on which we have a royalty may be rendered obsolete or non-competitive by new products, including generics and/or biosimilars, improvements on existing products, or governmental or regulatory action. In addition, as biopharmaceutical companies increasingly devote significant resources to innovate next-generation products and therapies using gene editing and new curative modalities, such as cell and gene therapy, products on which we have a royalty may become obsolete. Further, any new product candidate within our royalty portfolio that competes with an approved product must demonstrate compelling advantages in efficacy, convenience, tolerability and safety in order to overcome price competition and to be successful commercially. Many of these approved drugs are well established therapies and are widely accepted by physicians, patients and third-party payors. Insurers and other third-party payors may also encourage the use of generic products. These factors and developments could have an adverse effect on the sales of the biopharmaceutical products underlying our Royalty-Related Transactions, and consequently could materially adversely affect our business, financial condition and results of operations.
Our future income depends upon numerous product-specific assumptions, and if these assumptions prove to be inaccurate, we may not achieve our expected rates of returns.
Our business model is based on multiple-year internal and external forecasts regarding product sales and numerous product-specific assumptions in connection with each Royalty-Related Transaction, including where we have limited information regarding the product. There can be no assurance that the assumptions underlying our financial models, including those regarding product sales (such as projected Royalty Receipts) or competition, patent expirations, exclusivity terms or license terminations for the products underlying our portfolio, are accurate. These assumptions involve a significant element of subjective judgment. Despite established internal review processes and procedures, we may inadvertently deprioritize certain negative facts or data in favor of more attractive factors or other considerations, or we may fail to account for or recognize, or may overlook, key facts or data, including due to human error. These assumptions also may be, and in the past have been, adversely affected by post-acquisition changes in market conditions and other factors affecting the underlying product including potential changes in the marketer. The risks relating to these assumptions may be exacerbated for development-stage product candidates due to the uncertainties around their development, labeling, regulatory approval, commercialization timing, manufacturing and supply, competing products and related factors. Our assumptions regarding the financial stability or operational or marketing capabilities of the partner obligated to pay us royalties may also prove, and in the past have proven, to be incorrect. Due to
 
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these and other factors, the assets in our current portfolio or future assets may not generate their projected Royalty Receipts, expected returns or returns in line with our historical financial performance or in the time periods we expect or at all, which could adversely affect results of operations.
Acquisitions of royalties from or investments in biopharmaceutical development-stage or other product candidates that have not yet received FDA or other regulatory approval are subject to risks and uncertainties.
We intend to acquire more royalties on, or invest in companies with, product candidates, including development-stage product candidates, that have not yet received marketing approval by any regulatory authority. There can be no assurance that the FDA, the Medicines and Healthcare products Regulatory Agency (“MHRA”), the European Medicines Agency (“EMA”), Pharmaceuticals and Medical Devices Agency (“PMDA”) or other regulatory authorities will approve such product candidates or that such product candidates will be brought to market timely or at all, or that the market will be receptive to such products. If the FDA, MHRA, EMA, PMDA or other regulatory authority approves a product candidate that generates royalties for us, the labeling may be more restrictive or limited than we anticipated. In addition, the labeling, packaging, manufacturing, adverse event reporting, storage, advertising, promotion and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. The subsequent discovery of previously unknown problems with the product, including adverse events of unanticipated severity or frequency, may result in restrictions on the marketing of the product, including for certain patient populations, and could include withdrawal of the product from the market. Uncertainty relating to development-stage product candidates also make it more difficult to develop precise and accurate assumptions for our internal models relating to any such product candidate, which can result in reduced royalties compared to estimates.
We may continue, and may increase, this strategy of acquiring royalties in or investment in companies with product candidates that have not yet received marketing approval by any regulatory authority, including development-stage products. We also may seek to further expand our market opportunity by acquiring securities issued by biopharmaceutical companies, or we may provide capital to innovators to co-fund clinical development of a product candidate in exchange for a share of the future revenues of that asset, and when we do so, we will not control its clinical development. Where we may acquire equity securities as all or part of the consideration for business development activities, the value of those securities will fluctuate, and may depreciate in value. We will likely not control the company in which we acquire securities, and as a result, we may have limited ability to determine its management, operational decisions and policies. In addition, as a result of our activities we receive material non-public information about other companies from time to time. Where such information would relate to a company whose equity securities we hold, we may be delayed or prevented from selling such securities when we would otherwise choose to do so, and such delay or prohibition may result in a loss or reduced gain on such securities.
In addition, the developers of these product candidates may not complete activities on schedule or in accordance with our expectations or in compliance with applicable laws and regulations, and they also may not be able to raise additional capital to continue their discovery, development and commercialization activities, which may cause them to delay, reduce the scope of, or eliminate one or more of their clinical trials or research and development programs. If other product developers introduce and market products that are more effective, safer or less expensive than the relevant products underlying our Royalty-Related Transactions, or if such developers introduce their products prior to the competing products underlying our Royalty-Related Transactions, such products may not achieve expected commercial success and thereby result in diminished returns, or potentially reduced royalties for us, harming our results of operations. Developers of these product candidates, or their third-party contractual manufacturers, may also be unable to scale or ramp production of sufficient quantities of drug product to conduct pivotal clinical trials or other trials and studies required for regulatory approval or the desired product label, or for commercialization following regulatory approval. Any such delay or hindrance to manufacturing may result in delays in receipt of our royalties or inability of partners to pay any royalties to us, which would harm our results of operations.
Further, the developers of such products may not have sales, marketing or distribution capabilities. If no sales, marketing or distribution arrangements can be made on acceptable terms, or at all, the
 
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affected product may not be able to be successfully commercialized, which will result in diminished returns, or potentially a loss for us. Losses from such assets could have an adverse effect on our business, financial condition and results of operations.
While we believe that we can evaluate the likelihood of a development-stage product candidate’s approval and achieving significant sales, there can be no assurance that our assumptions will prove correct, that regulatory authorities will approve such development-stage product candidates, that such development-stage product candidates will be brought to market timely or at all, or that such products will achieve commercial success. While we may seek to mitigate the risks and liabilities of such transactions through, among other things, due diligence, there may be risks and liabilities that such due diligence efforts fail to discover, that are not disclosed to us, or that we inadequately assess.
Information available to us about the biopharmaceutical products underlying our investments may be limited and therefore our ability to analyze each product and its potential future cash flow may be similarly limited.
We may have limited information concerning the products generating the royalties we are evaluating for acquisition or financing, which could prevent us from achieving the expected benefits of our investments. The information we have regarding products following our acquisition or investment may even be limited to the information that is available in the public domain. Therefore, there may be material information that relates to such products that we would like to know but do not have and may not be able to obtain. For example, we do not always know the results of studies conducted by marketers of the products or others or the nature or amount of any complaints from doctors or users of such products. As a result, assets that we acquire or that underlie our investments may under-perform relative to the price paid or the resources committed by us. In addition, the market data that we obtain independently may also prove to be incomplete or incorrect. Due to the information asymmetry, we may also place undue emphasis on certain facts or data over others, which could result in unfavorable terms or a loss of part or all of our investment. As a result of these and other factors, the actual cash flow from a royalty may be significantly lower than our estimates, which could result in increased costs, lowered royalty income, ineffective deployment of capital, exit costs or diminished competitive position or reputation. In addition, our investments involve a number of risks and financial, accounting, strategic, managerial and operational challenges, which could adversely affect our consolidated results of operations and financial condition. While we seek to mitigate these risks through due diligence, among other things, these or other risk-mitigating provisions we put in place may not be sufficient to address these liabilities and contingencies and involve credit and execution risks associated with successfully seeking recourse from a biopharmaceutical company or other third-party.
Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may adversely affect our business and the value of our securities.
We rely, in part, on our reputation to attract new partners and expand our network in the biopharmaceutical industry. Damage to our reputation could undermine the confidence of our current and potential partners in our ability to acquire or investment in desirable assets and therefore harm our ability to effect transactions. Our actual or perceived failure to address various issues could give rise to reputational risk that could cause harm to us and our business prospects. These issues include, but are not limited to, our success in executing transactions with new partners; our ability to collaborate efficiently with new partners in the diligence and execution process; proper handling of confidential information relating to existing and potential partners; partner and other third-party fraud; illegal or fraudulent sales practices by marketers; ethical issues; and appropriately addressing potential conflicts of interest. Maintenance of our reputation depends not only on our success in controlling and mitigating the various risks described in this prospectus, but also on our success in identifying and appropriately addressing issues that may arise in the areas described above. If we fail to maintain our reputation for any reason, our business and the value of our securities could be adversely affected.
Unsuccessful attempts to acquire new royalties or engage in new investments could result in significant costs and negatively affect our reputation and subsequent attempts to locate and acquire or investment in other assets.
The investigation and diligence of each specific target royalty and the negotiation, drafting and execution of relevant agreements, disclosure and other documents requires substantial management
 
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time and attention and results in substantial costs. If a decision is made not to complete a specific acquisition or financing, the costs incurred for the proposed transaction may not be recoverable from a third party. Furthermore, even if an agreement is reached relating to a specific target asset, we may fail to consummate the acquisition or financing for any number of reasons, including, in the case of an acquisition of a royalty through a business combination with a public company, approval by the target company’s public stockholders. Multiple unsuccessful attempts to acquire new royalties could hurt our reputation, result in significant costs, hinder our ability to raise capital in the future and waste the Manager’s time. The opportunity cost of diverting management and financial resources could negatively affect our ability to locate and acquire or invest in other assets.
Misuse of confidential information relating to our partners, potential partners or other counterparties by employees or advisors could harm our reputation and subject us to liability.
As part of our diligence process for potential acquisitions or financing, we and employees of the Manager receive confidential information regarding biopharmaceutical companies and their products or product candidates. Although we have policies and procedures in place to avoid misuse of such confidential information, there can be no assurance that such policies and procedures will prevent misuse of confidential information. Further, certain of our advisors also receive confidential information for potential acquisitions or financings, and we have limited to no control over their handling and use of such information. Misuse of confidential information by the Manager’s employees or by our advisors could harm our reputation, as well as cause us to violate agreements and expose us to liability, both of which in turn could negatively affect our ability to acquire or investment in assets in the future and continue to grow our business.
We cannot guarantee that we will continue our current deployment strategy or that we will deploy expected amounts of capital during any given period.
We cannot guarantee that we will deploy capital in the amounts we expect or intend during any given period. If we do not identify assets that meet our criteria or we determine that a previously identified target does not meet our diligence requirements, or if we are unable to successfully identify assets or consummate Royalty-Related Transactions with respect to such assets, we may deploy less capital or not deploy any capital at all. Failure to deploy sufficient capital could adversely affect the growth of our business through additional Royalty-Related Transactions, which would adversely affect our business, financial condition and results of operations. In addition, historical capital deployment amounts, rates and targets for existing partners may not be indicative of our actual plan or strategy in the future, and we may shift our deployment strategy, including targeted verticals within the biopharmaceutical industry, at any time. If we deviate from historical deployment amounts, rates, or targets, or shift our deployment strategy, there can be no assurance that we will be able to achieve historical or planned returns, which may harm our business and growth. Although our aggregate returns historically in the biopharmaceutical sector have been in the mid-teens on a gross basis, we have invested in a limited number of assets outside our core focus, which in the aggregate have generated negative returns. These non-core assets were all either medical technology, diagnostics or equity investments. Nevertheless, if we are unable to identify and acquire assets in our core focus, we may encounter difficulty in replicating our success in our core focus with regard to assets outside our core focus in biopharmaceuticals.
Our results of operations have in the past varied from quarter to quarter and may not be indicative of our future results or long-term prospects, including due to our planned change in accounting method following this offering.
Our results of operations are subject to fluctuation and have historically varied from quarter to quarter. We expect our quarterly results to continue to fluctuate due to a number of factors, including sales of products from which we generate royalties, our ability to identify and acquire or investment in new assets, changes in the effective interest rate on our portfolio assets under GAAP and the recognition of provisions and resulting impairment of our royalty assets. In addition, prior results of operations may include assets that we no longer own or from which we are no longer entitled to receive royalties.
Following this offering, we will begin preparing our consolidated financial statements and reporting as an operating company, and expect to measure the majority of our financial assets using the amortized
 
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cost accounting methodology. Our combined financial statements included elsewhere in this prospectus have been prepared on an investment company basis. This change in accounting method may impair comparability of our financial results following this offering versus our historical results for periods prior to this offering. In particular, our historical method of accounting may result in quarterly unrealized gains or losses based on changes to our projected cash flows and related assumptions for our royalty assets, whereas our new method of accounting following this offering results in provisions to be recognized upon changes in commercial performance of a product and the projected duration. Therefore, our financial results in any one quarter or any other period may not be indicative of our future financial performance.
Following this offering, we will begin preparing our consolidated financial statements and reporting as an operating company. We are currently evaluating each of our financial assets to determine the measurement basis and expect that we will carry the majority of them using amortized cost methodology. As such, we will make assumptions regarding the projected duration for terms that are not contractually fixed. A shortened royalty term could result in a reduction in the effective interest rate, a decline in income from royalties, significant reductions in royalty payments compared to expectations, or a permanent impairment.
Following this offering, in accordance with GAAP, we expect we will classify most royalty assets and notes that we acquire as financial assets that are measured with an effective interest rate using the amortized cost method described in ASC 835-30. The effective interest rate is calculated by forecasting the expected cash flows to be received over the life of the asset relative to the initial invested amount, net of any purchased receivables. A critical component of such forecast is our assumptions regarding duration of the royalty.
The projected duration is important for purposes of accurately measuring interest income over the life of a royalty. In making assumptions around the projected duration for terms that are not contractually fixed, we consider the strength of existing patent protection, expected entry of generics, geographical exclusivity periods and potential patent term extensions tied to the underlying product.
The duration of a royalty usually varies on a country-by-country basis and can be based on a number of factors, such as patent expiration dates, regulatory exclusivity, years from first commercial sale of the patent-protected product, the entry of competing generic or biosimilar products, or other terms set out in the contracts governing the royalty. It is common for royalty durations to expire earlier or later than anticipated due to unforeseen positive or negative developments over time, including with respect to the granting of patents and patent term extensions, the invalidation of patents, litigation between the party controlling the patents and third party challengers of the patents, the ability of third parties to design around or circumvent valid patents, the granting of regulatory exclusivity periods or extensions, timing for the arrival of generic or biosimilar competitor products, changes to legal or regulatory regimes affecting intellectual property rights or the regulation of pharmaceutical products, product life cycles, and industry consolidations.
If an unexpected shortening of a royalty term were to occur, it could result in a reduction in the effective interest rate, a decline in income from royalties, a significant reduction in royalty payments compared to expectations, or a permanent impairment.
In addition, this change in accounting method will affect the comparability of our financial results following this offering versus our historical results for periods prior to this offering, which in turn may also affect the comparability of our financial statements to those of our competitors.
Our reliance on a limited number of products may have an adverse effect on our financial condition and results of operation.
While our current asset portfolio includes royalties relating to 35 marketed therapies, the top 10 products accounted for 86% of Royalty Receipts for the three months ended March 31, 2021 and 81% of our Royalty Receipts in the year ended December 31, 2020. In addition, our asset portfolio may not be fully diversified by geographic region or other criteria. Any significant deterioration in the cash flows
 
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from the top products in our asset portfolio could have an adverse effect on our business, financial condition and results of operations.
We face competition in acquiring assets and locating suitable assets to acquire or invest in, and as such may not be able to use the net proceeds from this offering or future offerings toward Royalty-Related Transactions.
We intend to use the net proceeds to us from this offering and the Debt Financing to pursue additional Royalty-Related Transactions and for general corporate purposes. However, there are a limited number of suitable and attractive opportunities to acquire high-quality royalties available in the market, and as such, we cannot assure you that the net proceeds from this or other future offerings will be used for Royalty-Related Transactions within a certain period of time or at all. Competition to acquire such royalties is intense and may increase. We compete with other potential acquirers for these opportunities, including companies that market the products on which royalties are paid, financial institutions and others. We have faced in the past, and may continue to face from time to time, competition from companies entering our market or targeting the middle-market royalty space. Any of these competitors may be able to access lower cost capital, may be larger than us with easier access to capital, may have better name recognition, may have relationships that provide them access to opportunities before us, or may be willing to acquire royalties for lower projected returns than we are. We also compete with other forms of financing available to biopharmaceutical companies, such as equity financing and licensing opportunities. If biopharmaceutical companies opt for financing through such other means, we may not be able to acquire additional assets or grow our business. If we fail to compete successfully against competitors or competing forms of financing, our business, results of operations, financial condition and growth could be harmed.
Until we use the net proceeds to us from this offering, we plan to invest them in short-term investments, and these investments may not yield a favorable rate of return. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results. You will not have the opportunity to influence our decisions on how we use our net proceeds from this offering. See “Use of Proceeds” for further information.
Our business relies on third parties to develop, manufacture and market products from which we expect to generate royalties, as well as to comply with applicable laws and regulations, and carry out contractual covenants and terms, the failure of which by any of these third parties may adversely affect our business, financial condition or results of operations.
Our income generation and the growth of our overall business depend on our partners, marketers and other third parties to carry out contractual covenants and terms of their agreements with us and with other parties, including using our provided capital in manners which may be specified, including to fund acquisitions and commercial operations related to certain products. If a counterparty to any of our agreements does not carry out its contractual covenants or enters into an agreement with us in bad faith, we may not derive the intended benefits from such an agreement or transaction, including the generation of Royalty Receipts. We may also be negatively affected if a counterparty defaults on or breaches an agreement with a third party and becomes subject to a contractual dispute, litigation or other proceedings. We also have limited recourse if marketers or other third parties do not comply with their contractual obligations to allocate sufficient resources to the products underlying our Royalty-Related Transactions. We may not be successful if we choose to enforce any contractual obligations through legal disputes, and we would incur legal expenses and divert management’s attention away from managing and operating our business. Our limited control over counterparties could result in reduced royalties and harm our business, financial condition and results of operations. In addition, if any of our counterparties declare bankruptcy or otherwise cease operations or wind up their business, we may be left with little or no recourse to recover any capital deployed in connection with that acquisition or transaction.
 
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Marketers of products underlying our Royalty-Related Transactions are outside of our control and may have interests that are different from our interests, and there can be no assurance that any such marketer or person with whom the marketer has a working relationship has adequate resources or motivation to continue to produce, market or sell the products underlying our Royalty-Related Transactions.
In the case of our royalty receivables, our cash flow consists primarily of payments supported by royalties paid by marketers, as well as revenue interests from SYNTHETIC ROYALTY™ financings. These marketers may have interests that are different from our interests. For example, these marketers may be motivated to maximize income by allocating resources to other products and, in the future, may decide to focus less attention on the products underlying our Royalty-Related Transactions or by allocating resources to develop products that do not generate royalties to us. There can be no assurance that any marketer or person with whom the marketer has a working relationship has adequate resources, access to capital sources and motivation to continue to produce, market and sell the products underlying our Royalty-Related Transactions. Aside from any limited audit rights relating to the activities of the marketers that we may have in certain circumstances pursuant to the terms of our arrangements with the licensor, we have limited oversight rights with respect to the marketers’ operations and we have limited rights allowing us to direct their operations or strategy and our agreements contain limited performance standards for their operations. Similarly, partners with which we enter into SYNTHETIC ROYALTY™ financings may have interests that are different from our interests and may be motivated to allocate resources to other products that do not generate royalties to us. The market performance of the products underlying our Royalty-Related Transactions may therefore be diminished by any number of factors relating to the marketers, which are outside of our control. Our limited information of and control over marketers could result in reduced royalties and harm our business, financial condition and results of operations.
In addition, the marketers of biopharmaceutical products are, generally, entirely responsible for the ongoing regulatory approval, commercialization, manufacturing and marketing of products. Generally, the holders of royalties on products have granted exclusive regulatory approval, commercialization, manufacturing and marketing rights to the marketers of such products. The marketers have full control over those efforts and sole discretion to determine the extent and priority of the resources they will commit to their program for a product. Accordingly, the successful commercialization of a product depends on the marketer’s efforts and is beyond our control. If a marketer does not devote adequate resources to the ongoing regulatory approval, commercialization and manufacture of a product, or if a marketer engages in illegal or otherwise unauthorized practices, the product’s sales may not generate sufficient royalties, or the product’s sales may be suspended, and consequently, could adversely affect our business, financial condition and results of operations.
The internal computer systems and cloud-based computing services used by our counterparties may fail or suffer security breaches, which could result in a significant disruption of their ability to operate their business effectively, adversely affect the cash flow generated by the related biopharmaceutical products, and adversely affect our business and operating results.
The internal computer systems and cloud-based computing services used by our counterparties and those of their current and any future collaborators and other contractors or consultants are vulnerable to damage or interruption from computer viruses, data corruption, cyber-based attacks, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in a counterparty’s operations, it could result in a disruption of their development and commercialization programs and business operations, whether due to a loss of trade secrets or other proprietary information or other similar disruptions. To the extent that any disruption or security breach were to result in a loss of, or damage to, a partner’s data or applications, or inappropriate disclosure of confidential or proprietary information, our partners’ operations may be harmed and the development and commercialization of their products, development-stage product candidates and technologies could be delayed. Such an event may reduce the amount of cash flow generated by the related biopharmaceutical products and therefore have an adverse effect on our business, financial condition and results of operations.
 
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License agreements relating to products may be unilaterally terminated in some instances, or disputes may arise that may affect our income.
License agreements relating to the products underlying our Royalty-Related Transactions may be terminated, which may adversely affect sales of such products and therefore the payments we receive. For example, under certain license agreements, marketers retain the right to unilaterally terminate the agreements with the licensors. When the last patent covering a product expires or is otherwise invalidated in a country, a marketer may be economically motivated to terminate its license agreement, either in whole or with respect to such country, in order to terminate its payment and other obligations. In the event of such a termination, a licensor may no longer receive all of the payments it expected to receive from the licensee and may also be unable to find another company to continue developing and commercializing the product on the same or similar terms as those under the license agreement that has been terminated.
In addition, license agreements may fail to provide significant protection for the licensor in case of the licensee’s failure to perform or in the event of disputes. License agreements that relate to the products underlying our Royalty-Related Transactions are complex, and certain provisions in such agreements may be ambiguous. The resolution of any contract interpretation disagreement that may arise could narrow what the licensor believes to be the scope of its rights to the relevant intellectual property or technology, or decrease the licensee’s financial or other obligations under the relevant agreement, any of which could in turn impact the value of our royalties. If a marketer were to default on its obligations under a license agreement, the licensor’s remedy may be limited either to terminating certain licenses related to certain countries or to generally terminate the license agreement with respect to such country. In such cases, we may not have the right to seek to enforce the rights of the licensor and we may be required to rely on the resources and willingness of the licensor to enforce its rights against the licensee.
In any of these situations, if the expected payments under the license agreements do not materialize, this could result in a significant loss to us or otherwise adversely affect our business, financial condition and results of operations.
Our debt financing business exposes us to credit risk and may subject us to restrictions for tax purposes.
We have utilized a variety of structured financing solutions in the form of loans or issuances of debt to partners. The business of lending is inherently risky, including risks that the principal of or interest on any loan will not be repaid in a timely manner or at all or that the value of any collateral supporting the loan will be insufficient to cover our outstanding exposure. Our risk management practices, including our diligence, may not adequately reduce credit risk, and we may have limited to no ability to ensure liquidity or creditworthiness of our partners. We may also have limited to no visibility into a partner’s level of liquidity or credit beyond information in the public domain. Certain of our partners have in the past, and may from time to time in the future, face disputes relating to, or restrictions on, cash amounts owed to them under commercial arrangements with other parties, over which we have no control and which could potentially result in our partners’ inability to service outstanding debt. A failure to measure and limit the credit risk associated with our debt portfolio effectively could lead to unexpected losses and have a material adverse effect on our business, financial condition and results of operations.
In addition, if one of our partners were to go bankrupt, depending on the facts and circumstances and based upon principles of equitable subordination as defined by existing case law, a bankruptcy court could subordinate all or a portion of our claim to that of other creditors and transfer any lien securing such subordinated claim to the bankruptcy estate. The principles of equitable subordination defined by case law have generally indicated that a claim may be subordinated only if its holder is guilty of misconduct, including inappropriate managerial control over the debtor, or where the senior loan is re-characterized as an equity investment. Furthermore, if one of our partners files a bankruptcy petition or an involuntary bankruptcy petition is filed against it and such petition is not dismissed, the collection of amounts owed to us may be delayed, and, in some cases, the claims of creditors in such proceeding may have priority over our claims with the result that the amount that we would otherwise receive in connection with such partner’s liquidation may be reduced.
 
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Also, certain types of lending activity may create adverse U.S. federal income tax results for certain investors in the Legacy HCR Partnerships and certain Continuing Investors. The Legacy HCR Partnerships agreed to adhere to certain limitations on their lending activities to support the intended position that their activities did not give rise to such adverse tax results, which limitations Holdings LP has agreed to adhere to for a three-year period from the closing of the offering. In the event the Legacy HCR Partnerships or Holdings LP were to breach these obligations, Holdings LP could be liable to certain Continuing Investors. Additionally, these limitations could limit financing opportunities for Holdings LP and its subsidiaries, which could adversely affect our business, financial condition and results of operations.
The insolvency of a marketer could adversely affect our receipt of cash flows on the related royalties that we hold.
If a marketer were to become insolvent and seek to reorganize under Chapter 11 of Title 11 of the U.S. Code, as amended (the “Bankruptcy Code”), or liquidate under Chapter 7 of the Bankruptcy Code (or each of their foreign equivalents), such event could delay or impede the payment of the amounts due under a license agreement, pending a resolution of the insolvency proceeding. Any unpaid royalty payments due for the period prior to the filing of the bankruptcy proceeding would be unsecured claims against the marketer, which might not be paid in full or at all. While royalty payments due for periods after the filing may qualify as administrative expenses entitled to a higher priority, the actual payment of such post-filing royalty payments could be delayed for a substantial period of time and might not be in the full amount due under the license agreement. The licensor would be prevented by the automatic stay from taking any action to enforce its rights without the permission of the bankruptcy court. In addition, the marketer could elect to reject the license agreement, which would require the licensor to undertake a new effort to market the applicable product with another distributor. Such proceedings could adversely affect the ability of a payor to make payments with respect to a royalty, and could consequently adversely affect our business, financial condition and results of operations.
Sales of the products underlying our Royalty-Related Transactions are subject to uncertainty related to healthcare reimbursement policies, managed care considerations and pricing pressures.
In both the U.S. and non-U.S. markets, sales of biopharmaceutical products, and the success of such products, depends in part on the availability and extent of coverage and reimbursement from third-party payors, including government healthcare programs and private insurance plans. The availability of coverage and adequacy of reimbursement for our products by third-party payors is essential for most patients to be able to afford biopharmaceutical products. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own coverage and reimbursement policies. However, decisions regarding the extent of coverage and amount of reimbursement to be provided are made on a payor-by-payor basis. Even if a third-party payor covers a particular product, the resulting reimbursement payment rates may not be adequate. Reimbursement by a third-party payor may depend upon a number of factors, including the third-party payor's determination that a procedure is safe, effective and medically necessary; appropriate for the specific patient; cost-effective; supported by peer-reviewed medical journals; included in clinical practice guidelines; and neither cosmetic, experimental, nor investigational. Even if favorable coverage and reimbursement status is attained for a biopharmaceutical product, less favorable coverage policies and reimbursement rates may be implemented for that product in the future.
In the United States, pharmaceutical product pricing is subject to enhanced government regulation, public scrutiny and calls for reforms. Some states have implemented, and other states are considering, pharmaceutical price controls or patient access constraints under their Medicaid program. There have also been recent state legislative efforts that have generally focused on increasing transparency around drug costs or limiting drug prices. In addition, the growth of large managed care organizations and prescription benefit managers, as well as the prevalence of generic substitution, has impacted price increases for prescription drugs. Continued intense public scrutiny of the price of drugs, together with government and payor dynamics, may limit the ability of producers and marketers to set or adjust the price of products based on their value. There can be no assurance that new or proposed products will be
 
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considered cost-effective or that adequate third-party reimbursement will be available to enable the producer or marketer of such product to maintain price levels sufficient to realize an appropriate return. Outside the United States, numerous major markets, including the EU, Japan and China, have pervasive government involvement in funding healthcare, and, in that regard, fix the pricing and reimbursement of pharmaceutical products. Consequently, in those markets, the products underlying our Royalty-Related Transactions are subject to government decision-making and budgetary actions.
These pricing pressures may have an adverse effect on certain of our current royalties and the attractiveness of future acquisitions of royalties.
Manufacturers of biopharmaceutical products may be subject to applicable fraud and abuse, including anti-kickback and false claims, transparency, health information privacy and security, and other healthcare laws. Failure to comply with such laws, may result in substantial penalties.
Manufacturers of biopharmaceutical products may be subject to broadly applicable healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which they conduct research, market, sell and distribute any product for which marketing approval is obtained. The healthcare laws include: the federal fraud and abuse laws, including the federal anti-kickback, false claims and civil monetary penalties laws; federal data privacy and security laws; and federal transparency laws related to ownership and investment interests and payments and/or other transfers of value made to or held by physicians (including doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals and, beginning in 2022, information regarding payments and transfers of value provided to other healthcare professionals during the previous year. In addition, many states have similar laws and regulations that may differ from each other and federal law in significant ways, thus complicating compliance efforts. Moreover, several states require biopharmaceutical companies to comply with the biopharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government and may require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures. Additionally, some state and local laws require the registration of biopharmaceutical sales representatives in the jurisdiction.
If manufacturers of biopharmaceutical products are found to be in violation of any of the healthcare laws described above or any other applicable governmental laws and regulations, such manufacturers may be subject to significant civil, criminal and administrative penalties, damages, disgorgement, fines, imprisonment, exclusion of products from government funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and/or oversight if a corporate integrity agreement or similar agreement is executed to resolve allegations of non-compliance with these laws and the curtailment or restructuring of operations. In addition, violations of healthcare laws may also result in reputational harm, diminished profits and future earnings of the affected manufacturers of biopharmaceutical products.
The products underlying our Royalty-Related Transactions are subject to uncertainty related to the regulation of the healthcare industry.
The U.S. healthcare industry is highly regulated and subject to frequent and substantial changes. For example, the U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “ACA”) was enacted by Congress in March 2010 and established a major expansion of healthcare coverage, financed in part by a number of new rebates, discounts, and taxes that had a significant effect on the expenses and profitability on the companies that manufacture the products underlying our Royalty-Related Transactions. These companies and their products face uncertainty due to federal, executive, legislative and administrative healthcare reform measures, including unsuccessful attempts to repeal the ACA in its entirety.
Other U.S. federal or state legislative or regulatory action and/or policy efforts could adversely affect the healthcare industry, including, among others, additional transparency and limitations related to product pricing, review the relationship between pricing and manufacturer patient programs, general budget control actions, changes in patent laws, the importation of prescription drugs from outside the United States at prices that are regulated by governments of various foreign countries, revisions to
 
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reimbursement of biopharmaceutical products under government programs, restrictions on U.S. direct-to-consumer advertising or limitations on interactions with healthcare professionals. No assurances can be provided that these laws and regulations will not have an adverse effect on our business, financial condition and results of operations.
In addition, many of the products in our portfolio benefit from regulatory exclusivity. If, in an effort to regulate pricing, regulatory exclusivity is not maintained, our business, financial condition and results of operations may be adversely impacted.
The biopharmaceutical industry may be negatively affected by federal government deficit reduction policies, which could reduce the potential returns on our Royalty-Related Transactions.
In an effort to contain the U.S. federal deficit, the pharmaceutical industry could be considered a potential source of savings via legislative proposals. Government action to reduce federal spending on entitlement programs, including Medicare, Medicaid or other publicly funded or subsidized health programs, or to lower drug spending, may affect payment for the products underlying our Royalty-Related Transactions. These and any other cost controls and/or any significant additional taxes or fees that may be imposed on the biopharmaceutical industry as part of deficit reduction efforts could reduce cash flows from our Royalty-Related Transactions and therefore have an adverse effect on our business, financial condition and results of operations.
Sales of products underlying our Royalty-Related Transactions are subject to regulatory approvals and actions in the United States and foreign jurisdictions that could harm our business.
The procedures to approve biopharmaceutical products for commercialization vary among countries and can involve additional testing and time. Such procedures may include on-site inspections by regulatory authorities at clinical trial sites or manufacturing facilities, which inspections may be delayed by travel restrictions imposed in response to the COVID-19 pandemic or other pandemics. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or by the FDA. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval and many include additional risks, such as pricing approval.
There can be no assurance that any of these regulatory approvals will be granted or not be revoked or restricted in a manner that would have an adverse effect on the sales of such products and on the ability of marketers to make payments with respect to such royalties to us.
Product reliability, safety and effectiveness concerns can have significant negative impacts on sales of products underlying our Royalty-Related Transactions.
Concerns about product safety, whether raised by manufacturers, litigants, regulators or consumer advocates, and whether or not based on scientific evidence, can result in safety alerts, product recalls, governmental investigations, regulatory action on the part of the FDA (or its counterpart in other countries), private claims and lawsuits and declining sales. These circumstances can also result in damage to the manufacturer’s brand image and consumer trust in that company’s products. Product recalls could prompt government investigations and inspections, the shutdown of manufacturing facilities, continued product shortages and related sales declines and reputational damage to the manufacturer, all of which could harm royalty generation and in turn adversely affect our business, financial condition, or results of operations.
The manufacture and distribution of a biopharmaceutical product may be interrupted by regulatory agencies or supplier deficiencies.
The manufacture of products underlying our Royalty-Related Transactions is complex and highly regulated. In particular, biopharmaceutical products are manufactured in specialized facilities that require the approval of, and ongoing regulation by, the FDA in the United States and, if manufactured outside of the United States, both the FDA and non-U.S. regulatory agencies, such as the MHRA and the EMA. With respect to a product, to the extent that operational standards set by such agencies are not
 
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adhered to, manufacturing facilities may be closed or production interrupted until such time as any deficiencies noted by such agencies are remedied. Any such closure or interruption may interrupt, for an indefinite period of time, the manufacture and distribution of a product and therefore the cash flows from the related biopharmaceutical asset may be significantly less than expected.
In addition, manufacturers of a product may rely on third parties for selected aspects of product development, such as packaging or to supply bulk raw material used in the manufacture of such product. Licensees generally rely on a small number of key, highly specialized suppliers, manufacturers and packagers. Any interruptions, however minimal, in the operation of these manufacturing and packaging facilities could have an adverse effect on production and product sales and therefore adversely affect our business, financial condition and results of operations.
Product liability claims may diminish the returns on biopharmaceutical products.
The developer, manufacturer or marketer of a product could become subject to product liability claims. A product liability claim, regardless of its merits, could adversely affect the sales of the product and the amount of any related royalty payments, and consequently, could materially adversely affect the ability of a payor to make payments with respect to a royalty.
Although we believe that we will not bear responsibility in the event of a product liability claim against the developer, manufacturer, marketer or other seller of the product underlying our Royalty-Related Transactions, such claims could materially adversely affect our business, financial condition and results of operations due to the lower than expected cash flows from the royalty or funding arrangement.
We are typically not involved in maintaining, enforcing and defending patent rights on products underlying our Royalty-Related Transactions.
Our right to receive royalties generally depends on the existence of valid and enforceable claims of registered and/or issued patents in the United States and elsewhere in the world. The products on which we receive payments are dependent on patent protection and on the fact that the manufacturing, marketing and selling of such products do not infringe, misappropriate or otherwise violate intellectual property rights of third parties. Typically, we have limited ability to control the prosecution, maintenance, enforcement or defense of patent rights, but must rely on the willingness and ability of our partners or their marketers to do so. There can be no assurance that these third parties will vigorously prosecute, maintain, enforce or defend such rights. Even if such third parties seek to prosecute, maintain, enforce or defend such rights, they may not be successful.
The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has been the subject of much litigation. Furthermore, changes in patent laws or interpretation of patent laws in the United States and in other jurisdictions could increase the uncertainties surrounding the successful prosecution of patent applications and the successful enforcement or defense of issued patents by our partners, all of which could diminish the value of patent protection relating to the biopharmaceutical assets. As a result, the issuance, scope, validity, enforceability and commercial value of the patent rights of our partners and their marketers are uncertain. In addition, such third parties’ pending and future patent applications may not result in patents being issued, which protect their products, development-stage product candidates and technologies or which effectively prevent others from commercializing competitive products, development-stage product candidates and technologies. Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance.
Even if the patent applications our partners and their marketers license or own do issue as patents, they may not issue in a form that will provide them with any meaningful protection, prevent competitors or other third parties from competing with them, or otherwise provide them with any competitive advantage. Competitors or other third parties may be able to circumvent patents of our partners and their marketers by developing similar or alternative products in a non-infringing manner. The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, which could limit the
 
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ability of our partners and their marketers from preventing others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of their products, development-stage product candidates and technologies. Typically, we do not conduct our own freedom to operate analysis and rely on marketers or developers for such analysis.
Any loss or reduction in the scope or duration of patent protection for any product underlying our Royalty-Related Transactions, or any failure to successfully prosecute, maintain, enforce or defend any patents that protect any such product may result in a decrease in the sales of such product and any associated royalties payable to us. Any such event would have an adverse effect on the ability of the payor to make payments of royalties to us or may otherwise reduce the value of our royalty interest, and could consequently materially adversely affect our business, financial condition and results of operations. In cases where our contractual arrangements with our partner permit us to do so, we could participate in patent suits brought by third parties but this could result in substantial litigation costs, divert management’s attention from our core business and there can be no assurance that such suits would be successful.
The existence of third-party patents, including claims of infringement by products underlying our Royalty-Related Transactions, may result in additional costs for the marketer and reduce or eliminate the amount of royalties paid to us.
The commercial success of a product depends, in part, on avoiding infringement, misappropriation or other violations of the intellectual property rights and proprietary technologies of others. Third-party issued patents or patent applications claiming subject matter necessary to manufacture and market a product could exist or issue in the future. Such third-party patents or patent applications may include claims directed to the mechanism of action of a product. There can be no assurance that a license would be available to marketers for such subject matter if such infringement were to exist or, if offered, would be offered on reasonable and/or commercially feasible terms. Without such a license, it may be possible for third parties to assert infringement or other intellectual property claims against the marketer of such product based on such patents or other intellectual property rights.
Even if a marketer of a product underlying our Royalty-Related Transactions was able to obtain a license, it could be non-exclusive, thereby giving its competitors and other third parties access to the same technologies. In addition, if the marketer is required to obtain a license from a third party, the marketer may, in some instances, have the right to offset the licensing and royalty payments to such third party against royalties that would be owed to our partner, which may ultimately reduce the value of our royalty interest. An adverse outcome in infringement or other intellectual property-related proceedings could subject a marketer to injunctive relief or significant liabilities to third parties, require disputed rights to be licensed from third parties or require the marketer to cease or modify its manufacturing, marketing and distribution of any affected product, any of which could reduce the amount of cash flow generated by the affected products and any associated royalties payable to us, and therefore have an adverse effect on our business, financial condition and results of operations.
Disclosure of trade secrets of marketers of products could negatively affect the competitive position of the products underlying our biopharmaceutical assets.
The marketers of the products underlying our Royalty-Related Transactions depend, in part, on trade secrets, know-how and technology, which are not protected by patents, to maintain the products’ competitive position. This information is typically protected through confidentiality agreements with parties that have access to such information, such as collaborative partners, licensors, employees and consultants. Any of these parties could breach the agreements and disclose the confidential information or competitors might independently develop or learn of the information in some other way, which could harm the competitive position of the products and therefore reduce the amount of cash flow generated by our royalty interest.
 
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The ongoing coronavirus (COVID-19) pandemic, or the future outbreak of any other highly infectious or contagious diseases or global public health crisis, could materially and adversely affect our results of business, financial conditions and operations. Further, the spread of COVID-19 and government actions in response thereto have caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.
The outbreak of COVID-19 has severely affected global economic activity and caused significant volatility and negative pressure in financial markets. The impact of the pandemic has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many experts predict that the pandemic will lead to a period of global economic slowdown or a global recession. COVID-19 or another pandemic could have material and adverse effects on us due to, among other factors:
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a general decline in business activity;
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the destabilization of the markets could negatively impact our partners in the biopharmaceutical industry and the sales of products underlying our Royalty-Related Transactions;
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difficulty accessing the capital and credit markets on favorable terms, or at all, and a severe disruption and instability in the global financial markets, or deteriorations in credit and financing conditions which could affect our or our partners’ access to capital necessary to fund business operations or address maturing liabilities on a timely basis;
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the potential negative impact on the health of our Manager’s highly qualified personnel, especially if a significant number of them are impacted;
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a deterioration in our ability to ensure business continuity during a disruption;
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interruptions, shortages, delivery delays and potential discontinuation of supply to our partners, which could (i) delay the clinical trials of the development-stage product candidates underlying our assets and result in a loss of our market share for products or development-stage product candidates underlying our Royalty-Related Transactions, if approved, and (ii) hinder our partners’ ability to timely distribute products underlying our Royalty-Related Transactions and satisfy customer demand;
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travel restrictions, shelter-in-place policies or restrictions and other disruptions, which could cause or continue to cause delays and other direct impacts at our partners’ manufacturing sites, which could impact the ability of our partners to manufacture development-stage product candidates underlying our biopharmaceutical assets and products underlying our Royalty-Related Transactions; and
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potential interruptions to our partners’ clinical trial programs of development-stage product candidates underlying our biopharmaceutical assets, including: (i) the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns; (ii) changes in hospital or research institution policies or government regulations, which could delay or adversely impact our partners’ ability to conduct their clinical trials; and (iii) pauses to or delays of trial procedures (particularly any procedures that may be deemed non-essential), patient dosing, shipment of our partners’ development-stage product candidates, distribution of clinical trial materials, study monitoring, site inspections and data analysis due to reasons related to the pandemic, each of which could cause or continue to cause a disruption or delay to the development or the approval of development-stage product candidates underlying our biopharmaceutical assets.
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The COVID-19 pandemic presents material uncertainty that could adversely affect our business, financial condition, results of operations and cash flows.
We are subject to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws, as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governing our operations.
Our and our partners’ operations are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”), and
 
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other anti-corruption laws that apply in countries where we do business. The FCPA, the Bribery Act and these other laws generally prohibit us and the Manager’s employees and intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper or prohibited payments, or anything else of value, to government officials or other persons to obtain or retain business or gain some other business advantage. We, our partners and other counterparties operate in a number of jurisdictions that pose a high risk of potential FCPA or Bribery Act violations, and we participate in collaborations and relationships with third parties whose corrupt or illegal activities could potentially subject us to liability under the FCPA, the Bribery Act or local anti-corruption laws, even if we do not explicitly authorize or have actual knowledge of such activities. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.
We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the U.S. and the U.K., and authorities in the European Union, including applicable export control regulations, economic sanctions and embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currency exchange regulations, collectively referred to as the “Trade Control laws”.
There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the FCPA, the Bribery Act or other legal requirements, including Trade Control laws. If we are not in compliance with the FCPA, the Bribery Act and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition and results of operations. Likewise, any investigation of any potential violations of the FCPA, the Bribery Act, other anti-corruption laws or Trade Control laws by the U.S., the U.K. or other authorities could also have an adverse impact on our reputation, our business, results of operations and financial condition.
Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant criminal, civil and administrative sanctions, including monetary penalties, damages, fines, disgorgement, individual imprisonment and exclusion from participation in government-funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, reputational harm, and we may be required to curtail or restructure our operations, any of which could adversely affect our ability to operate our business and our results of operations.
The risk of our being found in violation of these laws is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. The shifting compliance environment and the need to build and maintain robust and expandable systems to comply with multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.
Legal claims and proceedings could adversely impact our business.
We may be subject to a wide variety of legal claims and proceedings. Regardless of their merit, these claims can require significant time and expense to investigate and defend. Since litigation is inherently uncertain, there is no guarantee that we will be successful in defending ourselves against such claims or proceedings, or that our assessment of the materiality of these matters, including any
 
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reserves taken in connection therewith, will be consistent with the ultimate outcome of such matters. The resolution of, or increase in the reserves taken in connection with, one or more of these matters could have an adverse effect on our business, financial condition and results of operations.
In addition, our counterparties or their affiliates may be subject to legal claims, proceedings, investigations and other disputes with third parties not related to us. While we may not be directly involved in any such proceedings, investigations, or disputes, any adverse outcomes suffered by our counterparties or their affiliates may harm their ability to make payments on our royalty or other funding arrangements with them. Further, any such outcomes, or even the perception of wrongdoing, could harm our reputation as a party doing business with such counterparty or affiliate. Any of these outcomes could harm our business, financial condition and results of operations.
Our business is subject to a variety of U.S. and foreign laws, all of which are subject to changes that could subject us to claims or otherwise harm our business. Any change in existing regulations or their interpretation, or the regulatory climate applicable to our business or changes in tax rules or regulations or interpretation thereof related to our business, could adversely affect our ability to operate our business as well as our financial condition and results of operations.
We are subject to general business regulations and laws, as well as regulations and laws specifically governing royalties. The laws and regulations to which we are subject vary from one jurisdiction to another, and future legislative and regulatory action, court decisions or other governmental action may have a material impact on our operations and financial results. Changes in existing regulations or their interpretation, or the regulatory climate applicable to our business, the partners with whom we engage in Royalty-Related Transactions, or the products underlying our investments, could adversely affect our ability to operate our business as well as our financial condition and results of operations. Similarly, changes in tax rules or regulations or their interpretation could adversely affect our financial condition or results of operations.
Risks Relating to Our Organization and Structure
We are a holding company with no operations and will rely on Holdings LP and its subsidiaries to provide us with the funds necessary to meet our financial obligations and to pay dividends.
We are a holding company with no material direct operations. Our principal asset is the controlling equity interest in Holdings LP. As a result, we will depend on distributions from Holdings LP to generate the funds necessary to meet our financial obligations and to pay dividends on our Class A common stock. Our subsidiaries are legally distinct from us and may be prohibited or restricted from distributing or otherwise making funds available to us under certain conditions. If the cash we receive from Holdings LP and its subsidiaries pursuant to distributions is insufficient for us to fund our obligations, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets to fund the payment of the dividends. However, there is no assurance that we would be able to raise cash by these means. If the ability of any of Holdings LP or its subsidiaries to make distributions or payments is materially restricted by regulatory or legal requirements, bankruptcy or insolvency, or our need to maintain our financial strength ratings, or is limited due to operating results or other factors, it could materially adversely affect our ability to pay our operating costs and other corporate expenses and we may be unable to, or our board may exercise its discretion not to, pay dividends.
We anticipate that Holdings LP will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to Holdings LP partners, including us. Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of Holdings LP. Legislation that is effective for taxable years beginning after December 31, 2017, may impute liability for adjustments to a partnership’s tax return to the partnership itself in certain circumstances, absent an election to the contrary. Holdings LP may be subject to material liabilities pursuant to this legislation and related guidance if, for example, its calculations of taxable income are incorrect. In addition, the income taxes on our allocable share of Holdings LP’s net taxable income will increase over time as
 
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Holdings LP Class B Units are exchanged for our Class A common stock. Such increase in our tax expenses may have a material adverse effect on our business, results of operations and financial condition.
We could bear U.S. withholding taxes if Holdings LP or its subsidiaries were considered to be engaged in a U.S. trade or business.
The Legacy HCR Partnerships historically took the position their activities were investment activities that did not give rise to income that was effectively connected to the conduct of a U.S. trade or business for U.S. federal income tax purposes, and on the basis of that position did not withhold on allocations or distributions to, or transfers of interests by, their non-U.S. partners. Holdings LP has agreed to continue the Legacy HCR Partnerships’ limitations on certain lending activity for a three-year period from the closing date of this offering in order to preserve this intended tax position. If the U.S. Internal Revenue Service (“IRS”) were to successfully challenge that position, Holdings LP or its subsidiaries could be subject to liability for failure to withhold in respect of their non-U.S. partners. In addition, after the Reorganization Transactions, if non-U.S. persons were to acquire and hold or dispose of interests in Holdings LP (including pursuant to exchanges) and Holdings LP were deemed to be engaged in a U.S. trade or business, we could be liable for failure to withhold applicable withholding taxes.
We have no employees and will be entirely dependent upon the Manager for all the services we require.
Because we are “externally managed”, we will not employ our own personnel, but will instead depend upon the Manager, its executive officers and its employees for virtually all of the services we require. The Manager selects and manages the acquisition of royalties and similar payment streams that meet our investment criteria and provides all of our other administrative services. Accordingly, our success is largely dependent upon the expertise and services of the executive officers and other personnel provided to us through the Manager. The Management Agreements have an initial term of ten years, after which they can be renewed for an additional term of three years, unless either we or the Manager provide notice of non-renewal 180 days prior to the expiration of the initial term or renewal term. The Manager may not be removed during the initial or any renewal term without cause. While our agreements with the Manager require its executives to devote substantially all of their time to managing us and any legacy vehicles related to HCR or Healthcare Royalty, Inc. unless otherwise approved by the Company’s board of directors, such resources may prove to be inadequate to meet our needs.
Our Manager will rely on a services agreement with a third party.
Our Manager is not yet established, and in connection with this offering, it will enter into an agreement for services with one of the owners of the Legacy Manager. Pursuant to such agreement, the counterparty will provide the Manager with services, including information technology, benefits, payroll, office space and accounts payable services, for a specified period of time. We will also have limited recourse if the counterparty does not comply with its contractual obligations under the services agreement. Further, at the end of the term of the services agreement, the Manager will need to perform the functions covered by such agreement or hire third parties to perform these functions on its behalf, and these costs may differ significantly from the comparable expenses the Manager has incurred in the past. We cannot assure you how long we will be reliant upon the services of the counterparty. Failure of the counterparty to carry out its contractual obligations may adversely affect us, the Manager, and our business and results of operations.
The success of our business depends upon key employees and members of the Manager’s management team.
We depend on the expertise, skill and network of business contacts of key employees and members of the Manager’s management team who evaluate, negotiate, structure, execute, monitor and service our assets. Our future success depends to a significant extent on the continued service and coordination of such employees and members of the Manager’s management team, particularly Mr. Futch.
 
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The departure of any of these individuals or competing demands on their time in the future could affect our ability to achieve our business objectives, which could harm our business, financial condition or results of operations.
Key employees and members of the Manager’s management team have relationships with participants in the biopharmaceutical industry in key biopharmaceutical centers globally, which we rely upon to source potential opportunities. If these individuals fail to maintain such relationships, or to develop new relationships with other sources, or if we or any of these individuals fails to maintain sufficient presence or contacts in any key geographic region, we will not be able to grow our asset portfolio. In addition, we can offer no assurance that these relationships, even if maintained, will generate opportunities for us in the future, which could harm our business and results of operations.
There can be no assurance that the policies and procedures we have established to mitigate conflicts of interest will be effective in doing so.
Pursuant to the Management Agreements, the Manager cannot manage another entity that invests in or acquires royalties other than any legacy vehicle related to HCR or Healthcare Royalty, Inc. Such legacy vehicles consist of two funds with an aggregate net asset value of approximately $121 million as of March 31, 2021. Such funds will not be included in the Reorganization Transactions and will not become part of our business upon completion of this offering primarily because such funds have a large number of limited partners and the inclusion of such limited partners as Continuing LP Investors would subject Holdings LP and the limited partners thereof to adverse tax consequences as a publicly traded partnership. Such legacy vehicles will not make any new investments. Every named executive of our Manager will be subject to non-compete agreements during and following termination of their employment with the Manager for any reason. In addition, executives of the Manager must devote substantially all of their business time to managing us and any legacy vehicle related to HCR or Healthcare Royalty, Inc., unless otherwise approved by the Board. Despite this, the ability of our Manager and its officers and employees to engage in other business activities, subject to the terms of our Management Agreements, may reduce the amount of time our Manager, its officers or other employees spend managing us. In addition, the structure of our Manager’s compensation arrangements may have unintended consequences for us. Holdings LP has agreed to pay our Manager the Operating and Personnel Payment, a portion of which is based on our Royalty Receipts. Consequently, the Manager may be incentivized to have us make investments regardless of our expected gain on such investments, which may not align with our or our stockholders’ long-term interests.
The equity performance awards payable to an affiliate of the Manager may create incentives that are not fully aligned with the interests of our stockholders.
An affiliate of the Manager is entitled to equity performance awards based on our performance as measured by our Net Economic Profit, as discussed in “The Manager — Equity Performance Awards”. The right to equity performance awards may create an incentive for the Manager to make riskier or more speculative asset acquisitions or investments than would be the case absent such equity performance awards. In addition, the Manager may cause us to incur more debt or otherwise use more leverage in connection with asset acquisitions or financings, as generally the use of leverage can increase the rate of return on an investment and therefore our profits. This equity performance awards structure may encourage the Manager to cause us to borrow money to finance additional asset acquisitions or investments or to maintain leverage which poses higher risks for our business when it would otherwise not be appropriate to use such leverage. Under certain circumstances, the use of borrowed money may increase the likelihood of default, which would disfavor our stockholders. In addition, there is no correlation between our profits and the obligation of our board of directors to pay dividends to stockholders. Consequently, you may receive limited or no dividends while an affiliate of the Manager remains entitled to equity performance awards based on our Net Economic Profit. In addition, even though Equity Performance Awards are payable on a portfolio-by-portfolio basis (with portfolios comprised of investments made during sequential two-year periods), Equity Performance Awards may nevertheless be payable to affiliates of the Manager when our overall portfolio of investments is not performing as well as the individual portfolios that are used as the basis for measuring the Equity Performance Awards. See “The Manager — Equity Performance Awards” for further information.
 
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The Manager may be the subject of a change of control resulting in a disruption in our operations that could adversely affect our business, financial condition and results of operations.
There could be a change of control of the Manager and, in such a case, the new controlling party may have a different philosophy, employ advisory professionals who are less experienced, be unsuccessful in identifying asset acquisition or investment opportunities or have a track record that is not as successful as that of the Manager prior to such a change of control. If the foregoing were to occur, we could experience difficulty in making new asset acquisitions or investments, and the value of our existing assets, our business, results of operations and financial condition could materially suffer.
The Manager’s liability is limited under the Management Agreements, and we have agreed to indemnify the Manager against certain liabilities. As a result, we could experience unfavorable operating results or incur losses for which the Manager would not be liable.
Pursuant to the Management Agreements, the Manager will not assume any responsibility other than to render the services called for thereunder. Under the terms of the Management Agreements, the Manager and its affiliates and their respective officers, directors, stockholders, members, employees, agents and partners, and any other person who is entitled to indemnification (each, an “Indemnitee”) will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Management Agreement, except those resulting from acts constituting fraud, bad faith, willful misconduct, gross negligence (as such concept is interpreted under the laws of the State of Delaware) and a material breach of the Management Agreements that is not cured in accordance with its terms or a violation of applicable securities laws.
In addition, to the fullest extent permitted by law, we will agree to indemnify the Indemnitees from and against any and all claims, liabilities, damages, losses, penalties, actions, judgments, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated that are incurred by any Indemnitee or to which such Indemnitee may be subject by reason of its activities on our behalf or any of its subsidiaries to the extent that such Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence (as such concept is interpreted under the laws of the State of Delaware), material breach of the Management Agreements that is not cured in accordance with the terms of the Management Agreements or a violation of applicable securities laws. As a result, we could experience unfavorable operating results or incur losses for which the Manager would not be liable.
Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as the change of control provisions of the Management Agreements, could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our Class A common stock.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may make the acquisition of our company more difficult, including the following:
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our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;
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our certificate of incorporation will not provide for cumulative voting;
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vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
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a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer or a majority of our board of directors;
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certain litigation against us can only be brought in Delaware;
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our certificate of incorporation will authorize undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and
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advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
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Furthermore, the Manager would no longer be bound by the non-competition covenants in the Management Agreements if there is (i) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, (ii) a merger or consolidation of the Company with or into any other Person or any other transaction or a series of related transactions, the result of which is that a third party (or a group of third parties) that is not an Affiliate of the Company or its Stockholders immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction or (iii) a change in the composition of the Company’s board of directors as a result of which the majority of the members of the Company’s board of directors cease to be Continuing Directors. For more information about the change in control provisions of the Management Agreements, see “The Manager — Management Agreements — Duration and Termination” below. These provisions could deter a third party from seeking to acquire some or all of our shares.
These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock.
We may be considered a “controlled company” within the meaning of Nasdaq’s listing standards and, as a result, may qualify for, and may rely on, exemptions from certain corporate governance requirements.
Upon the completion of this offering, the Continuing Investor Partnership will beneficially own securities constituting approximately 78.2% of the combined voting power of our outstanding shares of Class A common stock and Class B common stock. Because the Continuing Investor Partnership will own a majority of the combined voting power of our outstanding shares of Class A common stock and Class B common stock, we may be considered a “controlled company” within the meaning of Nasdaq’s corporate governance standards. As such, for so long as we remain a controlled company, we may avail ourselves of certain exemptions from certain of Nasdaq’s corporate governance requirements, including (i) the requirement that a majority of the board of directors be independent directors, (ii) the requirement to have director nominations be made, or recommended to the full board of directors, by independent directors or by a nominations committee that is composed entirely of independent directors and (iii) the requirement to have a compensation committee that is composed entirely of independent directors.
We do not intend to rely on such controlled company exemptions following this offering. Nevertheless, in the future, we may rely on some or all of the controlled company exemptions for so long as we are considered a “controlled company” under Nasdaq’s corporate governance standards. If we elect to rely on such exemptions, our stockholders would not have the benefit of and protections associated with our compliance with some or all of Nasdaq’s corporate governance requirements, including those described above. Investors may find our Class A common stock less attractive as a result of our reliance on any of these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.
 
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Risks Relating to Our Capital Structure
Our level of indebtedness, including in connection with the Debt Financing, may increase and reduce our financial flexibility.
Our borrowings, current and future, will require interest payments and need to be repaid or refinanced, which could require us to divert funds identified for other purposes to debt service and could create additional cash demands or impair our liquidity position and add financial risk for us. Diverting funds identified for other purposes for debt service may adversely affect our business and growth prospects. We do not know whether we would be able to take any of these actions on a timely basis, on terms satisfactory to us or at all.
Our level of indebtedness could affect our operations in several ways, including the following:
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a significant portion of our cash flows could be used to service our indebtedness;
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it may be difficult for us to satisfy our obligations with respect to our debt;
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the covenants contained in future agreements governing our outstanding indebtedness may limit our ability to borrow additional funds, dispose of assets and make certain investments, and may require us to maintain certain financial, liquidity or leverage ratios;
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our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;
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a high level of debt would increase our vulnerability to general adverse economic and industry conditions;
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a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; and
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a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, investments or other purposes.
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If we are unable to generate sufficient cash flows to pay the interest on our debt, future working capital, borrowings or equity financing may not be available to pay or refinance such debt. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Sources of Capital — Borrowings” for further information.
Changes in the application of accounting standards issued by the U.S. Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements.
Our financial statements are prepared in accordance with GAAP, which are periodically revised, interpreted and/or expanded. From time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies. It is possible that future accounting standards we are required to adopt may require changes to the current accounting treatment that we apply to our consolidated financial statements and may require us to make significant changes to our systems. Such changes could adversely affect our financial condition and results of operations.
Following this offering, we expect most of our royalties and notes will be classified as financial assets that are measured with an effective interest rate using the amortized cost methodology of accounting, as a result of which our GAAP results of operations can be volatile and unpredictable, which could adversely affect the trading price of our Class A common stock.
Following this offering, in accordance with GAAP, most of the royalty assets we acquire will be treated as investments in cash flow streams and will thus be classified as financial assets. Under this classification, our royalty assets and notes are treated as having a yield component that resembles loans measured at amortized cost under the effective interest accounting methodology. Under this accounting methodology, we calculate the effective interest rate on each royalty asset or note using a forecast of
 
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the expected cash flows to be received over the life of the royalty asset or note relative to the initial acquisition price. The yield, which is calculated at the end of each reporting period and applied prospectively, is then recognized via accretion into our income at the effective rate of return over the expected life of the royalty asset.
As a result of applying the amortized cost method of accounting, our income statement activity in respect of many of our royalties and notes can be volatile and unpredictable as a result of non-cash charges associated with the provision. Small declines in forecasts over a multi-year period can result in an immediate non-cash income statement expense recognition, even though the applicable cash inflows will not be realized for many years into the future. The financial statement impact caused by the application of the amortized cost accounting methodology could result in a negative perception of our results in a given period, which could cause the price of our Class A common stock to decline.
We may use leverage in connection with our capital deployment, which magnifies the potential for loss if the royalties acquired or the products underlying our investments do not generate sufficient income to us.
We may use borrowed funds to finance a significant portion of our deployed capital. The use of leverage creates an opportunity for an increased return but also increases the risk of loss if our assets do not generate sufficient income to us. The interest expense and other costs incurred in connection with such borrowings may not be covered by the income from our assets. In addition, leverage may inhibit our operating flexibility and reduce cash flow available for dividends to our stockholders. Historically, we have not operated with a significant amount of leverage. Accordingly, we will need to scale our organization and properly manage our growth while servicing our debt. We have limited experience as a company in a leveraged operating model, and our ability to forecast future results of operations and royalties using leverage is limited and subject to uncertainties. As a result, our historical results and growth may not be indicative of those in future periods. In addition, in connection with the Debt Financing, we have agreed not to issue additional debt securities for a period of 180 days following the pricing date of the Senior Notes, or July 15, 2021, subject to limited exceptions.
The level of our indebtedness could limit our ability to respond to changing business conditions. The various agreements relating to our borrowings may impose operating and financial restrictions on us which could affect the number and size of the royalties that we may pursue. Therefore, no assurance can be given that we will be able to take advantage of favorable conditions or opportunities as a result of any restrictive covenants under our indebtedness. There can also be no assurance that additional debt financing, either to replace or increase existing debt financing, will be available when needed or, if available, will be obtainable on terms that are commercially reasonable. Additional risks related to our leverage include:
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our royalties may be used as collateral for our borrowings;
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in the event of a default under any of our secured borrowings, one or more of our creditors or their assignees could obtain control of our royalties and, in the event of a distressed sale, these creditors could dispose of these royalties for significantly less value than we could realize for them;
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we have to comply with various financial covenants in the agreements that govern our debt that may affect our ability to achieve our business objectives;
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our ability to pay dividends to our stockholders may be restricted;
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to the extent that interest rates at which we borrow increase, our borrowing costs will increase, and our leveraging strategy will become more costly, which could lead to diminished net profits; and
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because certain of our debt utilizes LIBOR as a factor in determining the applicable interest rate, the expected discontinuation and transition away from LIBOR may increase the cost of servicing our debt, lead to higher borrowing costs and have an adverse effect on our results of operations and cash flows.
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Certain of our long-term indebtedness and Royalty Notes bear interest at variable interest rates, primarily based on LIBOR, which may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to fluctuate or cause other unanticipated consequences.
The U.K. Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop encouraging or requiring banks to submit rates for the calculation of LIBOR after 2021. It is unclear whether LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become acceptable alternatives to LIBOR, or what effect these changes in views or alternatives may have on financial markets for LIBOR-linked financial instruments. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness as well as Royalty Notes or Structured Debt products may be adversely affected.
If we were determined to be an investment company under the U.S. Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have an adverse effect on our business, results of operations and financial condition.
We intend to conduct our business so as not to become regulated as an investment company under the U.S. Investment Company Act. An entity generally will be determined to be an investment company for purposes of the U.S. Investment Company Act and regulated thereunder if, absent an applicable exclusion, (i) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or (ii) it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
We do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting or trading in securities, and believe that we are not engaged primarily in the business of investing, reinvesting or trading in securities. We believe that, for U.S. Investment Company Act purposes, we are engaged primarily, through one or more of our subsidiaries, in the business of (i) purchasing or otherwise acquiring certain obligations that represent part or all of the sales price of merchandise, or (ii) making loans to manufacturers, wholesalers, and retailers of specified merchandise. Our subsidiaries that are so engaged rely on Section 3(c)(5) of the U.S. Investment Company Act, which, as according to certain SEC staff interpretations, this provision generally may be available to an issuer who invests at least 55% of its assets in “notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services”, which we refer to as the “ICA Exception Qualifying Assets”.
The Company’s determination that it may rely on Section 3(c)(5) and Section 3(c)(6) is based, in part, on the Company’s interpretation of certain interpretive positions of the SEC staff relating to those exclusions from the definition of investment company. If the SEC or its staff interpret those exclusions in a manner that is contrary to the Company’s interpretation, and in particular interprets royalty interests or certain types of royalty interests as non-ICA Exception Qualifying Assets for purposes of Section 3(c)(5) and Section 3(c)(6), or the SEC or its staff determines that some or all types of royalty receivables relating to biopharmaceutical assets are non-ICA Exception Qualifying Assets, our business will be materially and adversely affected. In particular, we could be required to register as an investment company and requirements imposed by the Investment Company Act, including limitations on our capital structure, our ability to transact business with affiliates and our ability to compensate key employees, could make it impractical for us to continue our business as currently conducted. If we cease to qualify for an exclusion from the definition of investment company, and are required to register under the Investment Company Act, it would materially and adversely affect the value of your Class A common stock and our ability to pay dividends in respect of our Class A common stock.
 
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Risks Relating to Our Class A Common Stock and this Offering
There may not be an active trading market for our Class A common stock, which may cause shares of our Class A common stock to trade at a discount from the initial offering price and make it difficult to sell the shares of Class A common stock that you purchase.
Prior to this offering, there has not been a public trading market for our Class A common stock. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on Nasdaq or how liquid that market may become. It is possible that after this offering an active trading market will not develop or, if one does develop, it may not be sustained, which would make it difficult for you to sell your shares of Class A common stock at an attractive price or at all. The initial public offering price per share will be determined by agreement among us and the representative of the underwriters of this offering, and may not be indicative of the price at which our Class A common stock will trade in the public market after this offering.
The market price of our Class A common stock may decline due to the large number of shares of Class A common stock eligible for future sale.
The market price of our Class A common stock could decline as a result of sales of a large number of shares of Class A common stock in the market after this offering or the perception that such sales could occur. These sales, or the possibility that these sales could occur, also may make it more difficult for us to sell Class A common stock in the future at a time and at a price that we deem appropriate. See “Shares of Class A Common Stock Eligible for Future Sale” for further information. Subject to the lock-up restrictions described under “Underwriting”, we may issue and sell in the future additional shares of Class A common stock.
Upon the closing of this offering, except as otherwise described herein, all shares that are being offered hereby will be freely tradable without restriction, assuming they are not held by our “affiliates”, as that term is defined in Rule 144 under the Securities Act. In addition, we intend to grant registration rights to the holders of shares of Class A common stock or their transferees (including those holders of Holdings LP Class B Units exchangeable on a one-for-one basis for shares of Class A common stock pursuant to the Exchange Agreement), entitling them to the right to demand that we file a registration statement with the SEC registering the offer and sale of a specified number of shares of Class A common stock. See “Shares of Class A Common Stock Eligible for Future Sale — Registration Rights” for further information. Any shares of Class A common stock registered pursuant to the registration rights agreement will be freely tradable in the public market, subject to applicable lock-up periods, if any. In addition, in connection with this offering, we, all of our directors, our executive officers, the selling stockholder, the Manager, certain employees of the Manager, and the Continuing Investors (which hold all of our Class B common stock and Holdings LP Class B Units exchangeable for Class A common stock) have each agreed, subject to certain exceptions, to be subject to a 180-day lock-up restriction. Goldman Sachs & Co. LLC may waive these restrictions at its discretion. In addition, holders of limited partnership interests in the Continuing Investor Partnership, including Continuing Investors, are prohibited by the terms of the Continuing Investor Partnership limited partnership agreement from transferring their equity securities in us and Holdings LP for a period of one year following the closing of this offering, except with the prior written consent of the general partner of the Continuing Investor Partnership (with respect to limited partnership interests in the Continuing Investor Partnership) and the Company (with respect to our equity securities). Further, the Holdings LP Class B Units held by the Continuing LP Investors and the Continuing GP Investors upon the closing of this offering will be subject to restrictions on transfers and exchanges for periods ranging from three to five years after the closing of this offering, as more fully described in “Organizational Structure.” See “Shares of Class A Common Stock Eligible for Future Sale — Lock-up Agreements” for further information. The market price of our Class A common stock may decline significantly when each of these lock-up restrictions lapses. Notwithstanding these restrictions, between the first and third anniversaries of the closing of this offering, Continuing LP Investors may sell certain shares of Class A common stock exchanged by them, which would also result in the Continuing GP Investors receiving certain shares of Class A common stock previously held in escrow by the Continuing Investor Partnership, as more fully described in “Organizational Structure.” Future sales of our Class A common stock by our Continuing Investors in connection with these
 
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Crystallization Events and following the release of shares of Class A common stock from escrow may cause the market price of our Class A common stock to decline significantly.
We may be unable to pay dividends in the future.
We have never declared nor paid cash dividends on our capital stock. Holders of our Class A common stock are only entitled to receive such dividends as our board of directors may declare out of funds legally available for such payments. We are not required to declare or pay any dividends and there may be circumstances under which we may be unable to declare and pay dividends under applicable Delaware law or due to the impact of restrictive covenants in our debt agreements. In addition, we may elect not to pay dividends in the future for any reason. Any decision not to pay dividends or any reduction in the amount of our Class A common stock dividend compared to a level of dividends investors may expect could materially and adversely affect the market price of our Class A common stock.
Declarations of any future dividends will be contingent on our ability to earn sufficient profits and to remain well capitalized, including our ability to hold and generate sufficient capital to comply with the covenants in our debt agreements. Any other financing agreements that we enter into in the future may limit our ability to pay cash dividends. In the event that any other financing agreements in the future restrict our ability to pay such dividends, we may be unable to pay dividends unless we can refinance amounts outstanding under those agreements.
The market price of our Class A common stock may be volatile, which could cause the value of your investment to decline.
Even if a trading market develops, the market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our Class A common stock in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including:
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market conditions in the broader stock market in general, or in our industry in particular;
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variations in our quarterly operating results or dividends to stockholders;
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additions or departures of key management personnel at the Manager;
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timing and rate of capital deployment, including relative to estimates;
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changes in our product portfolio mix or acquisition strategy;
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failure to meet analysts’ earnings estimates;
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publication of research reports about our industry;
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third-party healthcare reimbursement policies and practices;
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litigation and government investigations;
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changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business;
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no results, or projected results, from marketers of products underlying our Royalty-Related Transactions;
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results from, and any delays to, the clinical trial programs of development-stage product candidates underlying our biopharmaceutical assets or other issues relating to such products, including regulatory approval or commercialization;
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adverse market reaction to any indebtedness that we may incur or securities we may issue in the future;
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changes in market valuations of similar companies or speculation in the press or investment community;
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announcements by our competitors of significant acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;
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litigation;
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economic and political conditions or events; and
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adverse publicity about the industries in which we participate or individual scandals.
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These and other factors may cause the market price of and demand for our Class A common stock to fluctuate significantly, which may limit or prevent you from reselling your Class A common stock at or above the initial public offering price.
The stock market in general has from time to time experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against public companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
You will suffer dilution in the net tangible book value of the Class A common stock that you purchase.
The initial public offering price of our Class A common stock will be substantially higher than the net tangible book value as further adjusted per share issued and outstanding immediately after this offering. Investors who purchase Class A common stock in this offering will pay a price per share that substantially exceeds the net tangible book value per share of Class A common stock. If you purchase our Class A common stock in this offering, you will experience immediate and substantial dilution of $11.09 in the pro forma as adjusted net tangible book value per share as of March 31, 2021. See “Dilution” for further information.
Future offerings of debt or equity securities by us may adversely affect the market price of our Class A common stock.
In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of Class A common stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, or debt securities convertible into equity. Future acquisitions or other investments could require substantial additional capital in excess of cash from operations. We would expect to finance the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness, asset-backed financing and/or cash from operations. In addition, an affiliate of the Manager is entitled to equity performance awards based on our performance as measured by our Net Economic Profit, as discussed in “The Manager — Equity Performance Awards”.
Issuing additional shares of Class A common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our stockholders at the time of such issuance or reduce the market price of our Class A common stock or both. Upon liquidation, holders of debt securities and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our Class A common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. Thus, holders of our Class A common stock bear the risk that our future offerings may reduce the market price of our Class A common stock and dilute their holdings in us. See “Description of Share Capital” for further information.
 
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Our amended and restated certificate of incorporation will designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors or officers or employees of our Manager.
Our amended and restated certificate of incorporation, which will become effective immediately prior to the closing of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers or other employees of our Manager to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.
Our amended and restated certificate of incorporation will also provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. However, as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such provision. The provisions described in this risk factor will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States will be the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to this provision. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors or officers or other employees of our Manager, which may discourage lawsuits against us and our directors or officers and other employees of our Manager. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us, our directors or officers or other employees of our Manager in a venue other than in the federal district courts of the United States of America. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and we cannot assure you that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.
General Risk Factors
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
As a public entity, we will be subject to the reporting requirements of the Exchange Act, and of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). The requirements of these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. After the closing
 
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of this offering, we will be obligated to file with the SEC annual and quarterly information and other reports that are specified in the Exchange Act, and therefore will need to have the ability to prepare financial statements that are compliant with all SEC reporting requirements on a timely basis. In addition, we will be subject to other reporting and corporate governance requirements, including certain requirements of Nasdaq and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which will impose significant compliance obligations upon us. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required, and management’s attention may be diverted from other business concerns.
We expect our compliance with the requirements under the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations thereunder to increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
We are an “emerging growth company”, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.
We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of:
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the last day of the fiscal year during which our total annual revenue equals or exceeds $1.07 billion (subject to adjustment for inflation);
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•
the last day of the fiscal year following the fifth anniversary of this offering;
​
•
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or
​
•
the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.
​
We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
In addition, the JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.
Investors may find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less
 
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active trading market for our Class A common stock and our per share trading price may be materially adversely affected and more volatile.
We have broad discretion in the use of our cash and cash equivalents, including the net proceeds from this offering, and may not use them effectively.
We will have broad discretion in the application of our cash, cash equivalents and investments, including the net proceeds from this offering, and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Class A common stock. The failure by management to apply these funds effectively could result in financial losses that could have an adverse effect on our business, cause the price of our Class A common stock to decline, and interfere with our ability to acquire royalty assets or make other investments. Pending their use, we may invest our cash and cash equivalents, including the net proceeds from this offering, in a manner that does not produce income or that loses value. See the section titled “Use of Proceeds” appearing elsewhere in this prospectus.
Cyber-attacks or other failures in telecommunications or information technology systems could result in information theft, data corruption and significant disruption of our business operations.
We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. There can be no assurance that we will be successful in preventing cyber-attacks or mitigating their effects. Any cyber-attack or destruction or loss of data could have an adverse effect on our business. In addition, we may suffer reputational harm or face litigation as a result of cyber-attacks or other data security breaches and may incur significant additional expense to implement further data protection measures.
Operational risks may disrupt our businesses, result in losses or limit our growth.
We and the Manager rely heavily on our respective financial, accounting, information and other data processing systems and cloud computing services, as well as those of our current and future collaborators, contractors or consultants. Such systems are vulnerable to damage or interruption from computer viruses, data corruption, cyber-based attacks, unauthorized access, natural disasters, pandemics, such as the current COVID-19 pandemic, terrorism, war and telecommunication and electrical failures. If any of these events occur and such systems do not operate properly or are disabled or if there is any unauthorized disclosure of data, whether as a result of tampering, a breach of network security systems, a cyber-incident or attack or otherwise, we could suffer substantial financial loss, increased costs, a disruption of our business, loss of trade secrets or other proprietary information, liability to us, regulatory intervention or reputational damage.
Furthermore, federal, state and international laws and regulations relating to data privacy and protection, such as the European Union’s General Data Protection Regulation (“GDPR”), which took effect in May 2018, and the California Consumer Privacy Act (“CCPA”), which took effect in January 2020, can expose us to enforcement actions and investigations by regulatory authorities, and potentially result in regulatory penalties and significant legal liability, if our information technology security efforts or data privacy and protection compliance efforts fail. In addition, we operate a business that is dependent on information systems and technology. Our information systems and technology and that of the Manager may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such a failure to accommodate growth, or an increase in costs related to such information systems, could have an adverse effect on our business, financial condition and results of operations.
A disaster or a disruption in the public infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, could affect our ability to continue to operate our business without interruption. Our
 
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disaster recovery programs and those of the Manager may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.
In addition, sustaining our growth may require us or the Manager to commit additional management, operational and financial resources to identify new professionals to join the team and to maintain appropriate operational and financial systems to adequately support expansion. Due to the fact that the market for hiring talented professionals is competitive, we may not be able to grow at the pace we desire.
If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, the trading price and trading volume of our Class A common stock could decline.
The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our Class A common stock or publishes inaccurate or unfavorable research about our business, the market price of our Class A common stock may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Class A common stock to decline and our Class A common stock to be less liquid.
 
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties, some of which cannot be predicted or quantified. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue”, or the negative of these words or other similar terms or expressions. In particular, information appearing under “Business”, “Risk Factors”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:
•
the ability of the Manager to identify suitable candidates for us to acquire or finance that meet our asset selection criteria;
​
•
uncertainties related to the acquisition of interests in development-stage biopharmaceutical product candidates and our strategy to add development-stage product candidates and late stage funding opportunities to our product portfolio;
​
•
demand by the biopharmaceutical industry for royalty financing;
​
•
the assumptions underlying our business model;
​
•
our ability to successfully execute our Royalty-Related Transaction strategy;
​
•
our ability to deploy capital at our projected rates and amounts;
​
•
our ability to leverage our competitive strengths;
​
•
our ability to compete effectively with existing competitors and new market entrants;
​
•
our ability to effectively manage our growth;
​
•
the growth rates of the biopharmaceutical industry;
​
•
actual and potential conflicts of interest with the Manager and its affiliates;
​
•
the ability of the Manager or its affiliates, as well as our ability, to attract and retain highly talented professionals;
​
•
the effect of changes to tax legislation and our tax position; and
​
•
our expected use of proceeds from this offering.
​
We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. Actual events or results may differ from those expressed in forward-looking statements. Each of our forward-looking statements are subject to the risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this prospectus. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, any of those expectations could prove to be inaccurate, and as a result, the forward-looking statements based on those expectations also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and business objectives will be achieved. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the
 
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date of this prospectus or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
 
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ORGANIZATIONAL STRUCTURE
Overview
This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they decide to undertake an initial public offering. We are a holding company, and upon the closing of this offering, our principal asset will be a direct or indirect 100% interest in the Class A Units of Holdings LP, a limited partnership organized under the laws of the State of Delaware.
In connection with the Reorganization Merger, which is expected to be consummated immediately prior to the closing of this offering, investors who invested in HCR through the Legacy HCR Partnerships will exchange their limited partnership interests in the Legacy HCR Partnerships for limited partnership interests in the Continuing Investor Partnership. Upon the closing of this offering, we will own all of the outstanding Holdings LP Class A Units and the Continuing Investor Partnership will own, all of the outstanding Holdings LP Class B Units. As a result of the Reorganization Transactions, Holdings LP and its subsidiaries will own 100% of the assets of HCR.
Ownership Structure
The diagram below depicts our organizational structure immediately following this offering and the consummation of the Reorganization Transactions. The diagram is provided for illustrative purposes only and does not represent all legal entities affiliated with our organizational structure.
[MISSING IMAGE: tm2113163d13_fc-healthroy4c.jpg]
 
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[MISSING IMAGE: tm2113163d16-fc_postipo4c.jpg]
Upon the closing of this offering and the Reorganization Buyback Transaction:
•
Our Class A common stock will be held as follows:
​
•
46,875,000 shares (or 53,906,250 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) by public investors; and
​
•
additional shares by the Continuing Investors upon conversion following this offering (which shares will be held in escrow upon the closing of this offering as described in this section).
​
•
Our Class B common stock (together with the same number of Holdings LP Class B Units) will be held as follows:
​
•
168,625,000 shares by the Continuing Investor Partnership.
​
•
The combined voting power in the Company will be as follows:
​
•
21.8% by public investors (and the Continuing Investors through their ownership of Class A common stock) (or 24.2% if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and
​
•
78.2% by the Continuing Investors, including our management team, through the Continuing Investor Partnership (or 75.8% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
​
 
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Capitalization of Holdings LP
Class A Units
Upon the closing of this offering, we will own directly or indirectly all of the Class A Units in Holdings LP, which will entitle us to 100% of the voting power (subject to certain exceptions as described below) in Holdings LP, we will have the right to appoint the general partner and control the business and affairs of Holdings LP, and through Holdings LP and its subsidiaries, conduct our business.
Class B Units
Upon the closing of this offering, the Continuing Investor Partnership will own, all of the outstanding Holdings LP Class B Units. Each Class B Unit will be paired with a corresponding share of Class B common stock, which share will contain voting rights with respect to the Company, but will have no economic rights. See “Description of Capital Stock” for a more complete description of the rights of shares of Class B common stock.
Class C Special Interest
EPA Holdings, which is an affiliate of the Manager and the general partner of the Continuing Investor Partnership, will hold the Class C Special Interest in Holdings LP. The Class C Special Interest will entitle EPA Holdings to the Equity Performance Awards. EPA Holdings is owned indirectly by an affiliate of Mr. Futch, as well as certain former founders, owners, and employees of the Manager, who will be entitled to equity performance awards based on the performance of investments, determined on a portfolio-by-portfolio basis. Investments made during each two-year period will be grouped together as separate portfolios, with the first portfolio commencing on the date of this offering and ending on December 31, 2022. See “The Manager — Equity Performance Awards”.
Consolidation, Non-Controlling Interest and Distributions
We expect to include Holdings LP in our consolidated financial statements and report a non-controlling interest related to the Holdings LP Class B Units held by the Continuing Investor Partnership and the Class C Special Interest in Holdings LP.
Holders of the Holdings LP Class A Units and Holdings LP Class B Units have the right to receive ratably on a pari passu basis such dividends, if any, as may be approved from time to time as we instruct the general partner thereof out of funds legally available therefor.
Exchangeability
Each Holdings LP Class B Unit, together with a corresponding share of Class B common stock, will be exchangeable on a one-for-one basis for shares of Class A common stock pursuant to the Exchange Agreement. Upon the exchange, each such Class B Unit shall automatically be cancelled, Holdings LP shall automatically issue a Class A Unit to the Company, and the Class B Units so exchanged shall thereby cease to exist.
The Continuing Investor Partnership will, upon the individual instruction of any of its partners from time to time, distribute the Holdings LP Class B Units held on behalf of such partner that are subject to such instruction which may then be exchanged for shares of our Class A common stock. Any Class A common stock received by limited partners of the Continuing Investor Partnership will be subject to restrictions on sale pursuant to the underwriters’ “lock-up” agreements and as further described under “— Ownership of Holdings LP Class B Units by Continuing Investor Partnership — Additional Transfer Restrictions” below.
These exchanges are expected to result in increases in the Company’s share of the tax basis (for U.S. federal income tax purposes) of the assets of Holdings LP. Increases in the Company’s share of the tax basis of the assets of Holdings LP may increase (for tax purposes) the depreciation and amortization deductions available to the Company, and, therefore, may reduce the amount of tax that the Company would otherwise be required to pay in the future, although the IRS may challenge all or part of the validity of that tax basis, and a court could sustain such a challenge. This increase in tax basis
 
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may also decrease gains (or increase losses) on future dispositions of certain assets to the extent the increase in tax basis is allocated to those assets.
Voting Rights
While the Holdings LP Class B Units and the Holdings Class C Special Interest are generally non-voting, the Holdings LP partnership agreement provides that the amendment of certain provisions of the Holdings LP partnership agreement that would alter or change the powers, preferences or special rights of the Holdings LP Class B Units or the Holdings LP Class C Special Interest so as to affect them adversely must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a single class, or as otherwise required by applicable law.
Ownership of Holdings LP Class B Units by Continuing Investor Partnership
The Holdings LP Class B Units will initially be owned by the Continuing Investor Partnership.
The relative allocation of Holdings LP Class B Units to the Continuing GP Investors and the Continuing LP Investors will be determined based on their respective ownership of the Legacy HCR Partnerships as of immediately prior to the closing of this offering plus an allocation to the Continuing GP Investors in respect of carried interest and performance fees in the Legacy HCR Partnerships determined based on the number of shares sold by the selling stockholder in this offering and in the Reorganization Buyback Transaction and the firm value determined based upon such sales. In addition, the Continuing GP Investors shall be entitled to additional Holdings LP Class B Units as described below under “— Additional Carried Interest”.
Based on (i) our firm value using an assumed initial public offering price per share of $16.00, the midpoint of the price range set forth on the cover page of this prospectus and (ii) the number of shares offered by the selling stockholder in this offering and expected to be repurchased in the Reorganization Buyback Transaction, upon the completion of this offering, the Continuing LP Investors would be allocated 156,527,953 shares of Class B common stock and corresponding Holdings LP Class B Units (including Holdings LP Class B Units to be held in escrow as described below) and the Continuing GP Investors would be allocated 12,097,047 shares and corresponding units. The allocation information above is for illustrative purposes only. The actual allocation of Class B common stock and Holdings LP Class B Units upon the completion of this offering will depend on the actual initial public offering price and other terms of the Reorganization Transactions and this offering determined at pricing.
Additional Carried Interest
The Continuing GP Investors have agreed with the Continuing LP Investors to realize any carried interest or performance fees, as the case may be, in respect of Legacy HCR Partnership arrangements, in the form of carried interest in the Continuing Investor Partnership, which will own the Holdings LP Class B Units following the Reorganization Transactions. The carried interest formula will be based on that of each Legacy HCR Partnership, if applicable, and will only apply to Continuing LP Investors that were subject to a carried interest or performance fee arrangement with the applicable Continuing GP Investor of the relevant Legacy HCR Partnership. A portion of such carried interest will be crystalized at the time of the Reorganization Buyback Transaction and this offering, as discussed above. Such carried interest crystalization will result in Continuing GP Investors indirectly receiving Holdings LP Class B Units through increased ownership in the Continuing Investor Partnership with a corresponding decrease in the ownership of Holdings LP Class B Units by applicable Continuing LP Investors through decreased ownership in the Continuing Investor Partnership. In addition, the Continuing GP Investors have agreed to crystallize their carried interest or performance fees at the time of each Crystallization Event. However, the Continuing GP Investors may indirectly derive economic value from each Crystallization Event through their control over or ownership of certain of the Continuing LP Investors.
As discussed above, Continuing LP Investors that are subject to such carry arrangements have agreed that if they exchange their Holdings LP Class B Units for shares of our Class A common stock, a portion of such shares of Class A common stock will be held in escrow until the third anniversary of the completion of this offering in order to implement the agreed upon arrangements with the Continuing
 
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GP Investors. In such event, rather than receiving its additional carried interest through increased ownership of the Continuing Investor Partnership, the applicable Continuing GP Investor will receive its additional carried interest through the release of such Escrowed Class A Common Stock.
Such releases of Escrowed Class A Common Stock (or Holdings LP Class B Units to the extent such Continuing LP Investor has not converted such Holdings LP Class B Units) shall occur (x) at the end of each fiscal quarter during the period beginning on the first anniversary of the closing of this offering and ending on the third anniversary of this offering (the “Quarterly Carry Period”) and (y) at the time of and in connection with any secondary sales of shares by Continuing LP Investors following this offering. The number of Holdings LP Class B Units or Escrowed Class A Common Stock released from escrow to the Continuing GP Investors (the “Additional Carry Shares”) shall be determined during each Quarterly Carry Period based upon the volume weighted average price of our Class A common stock during such period (the “Quarterly VWAP”) and at the net price of shares in any such secondary offering prior to the first anniversary of this offering.
If you assume that all of the Continuing Investors exchanged their Holdings LP Class B Units for shares of our Class A common stock, the total number of Escrowed Class A Common Stock to satisfy the additional carried interest arrangements is 31,909,702 which represents the maximum carried interest that could be earned by the Continuing GP Investors based on a firm value determined with reference to a share price of our Class A common stock that is 1.5 times the initial public offering price (and assuming the share price in connection with any secondary sales of shares by Continuing LP Investors following this offering is 1.5 times the initial public offering price, which is the cap on the price per share used to calculate the firm value). The effect of the additional carried interest arrangement will be to transfer from the Continuing LP Investors to the Continuing GP Investors either limited partnership interests in the Continuing Investor Partnership exchangeable for, or shares of, Escrowed Class A Common Stock, of up to 31,909,702 shares of Class A common stock, or up to 14.8% of the total outstanding shares of Class A common stock of the Company following completion of the offering, calculated on a fully diluted basis (based on the assumptions in the foregoing sentence).
The additional carried interest arrangements only affect the Continuing Investors, through their ownership in the Continuing Investor Partnership or of Escrowed Class A Common Stock, and does not affect the number of outstanding shares of Class A common stock (including Class A common stock underlying outstanding Class B Units held by the Continuing Investor Partnership upon the closing of this offering) or have a dilutive effect on investors that purchase shares of Class A common stock in this offering. The timing of release of Class A common stock from escrow to the Continuing Investors in connection with crystallization events, or the amount of Class A common stock that may be released per event or at the end of each Quarterly Period, or that may be exchanged by Continuing Investors from time to time, will fluctuate and depend in part on the amount of secondary sales made by the Continuing LP Investors during the Quarterly Periods and the price per share in such sales or the volume-weighted average price during such Quarterly Period.
The additional carried interest arrangement was aimed at aligning the carried interest realization associated with the Legacy HCR Partnerships with the liquidity events or deemed liquidity events of the Continuing LP Investors over a three year period. In addition, it was aimed to incentivize the management team of the Manager to complete an initial public offering and to maximize the trading price performance of the Company subsequent to the initial public offering.
Based on the midpoint of the price range set forth on the cover page of this prospectus, and assuming that all of the Continuing Investors exchanged their Holdings LP Class B Units for shares of our Class A common stock to satisfy the additional carried interest obligations described above were converted to shares of Class A common stock, upon the closing of this offering, there would be 168,625,000 shares of Escrowed Class A Common Stock. The table below sets forth the number of shares of Class A common stock (assuming all of the Continuing GP Investors exchange their Holdings LP Class B Units at the time of the offering) issuable to the Continuing GP Investors at the time of closing of this offering (based on the number of shares of Class A common stock offered by the selling stockholder and the Reorganization Buyback Transaction). In addition, the table sets forth the number of Additional Carry Shares that would be released from escrow to the Continuing GP Investors upon any secondary offerings of shares by the Continuing LP Investors and upon any deemed quarterly sales
 
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during the Quarterly Carry Period if the Quarterly VWAP (or sale price in such secondary offering) is (i) equal to the initial public offering price or (ii) 150% of the initial public offering price (the “Maximum Carry Price”). The Escrowed Class A Common Stock consist of additional shares that may be earned by the Continuing GP Investors as the Continuing LP Investors conduct secondary sales or secondary offerings. In no event will any Holdings LP Class B Units issued to the Continuing GP Investors at the time of the closing of this offering be forfeited or otherwise reduced if the Quarterly VWAP or sale price in a secondary offering is below a certain amount. The maximum number of Additional Carry Shares in a particular quarter will be released from escrow to the Continuing GP Investors if the Quarterly VWAP is at or above the Maximum Carry Price; no additional Escrowed Class A Common Stock will be released if the Quarterly VWAP exceeds the Maximum Carry Price. Any portion of the Escrowed Class A Common Stock that is not released as Additional Carry Shares shall be released from escrow to the applicable Continuing LP Investors at each Crystallization Event (and any remaining Escrowed Class A Common Stock will be released following the third anniversary or earlier if applicable trading or sales prices described above are less than the price sufficient to earn any Additional Carry Shares).
​ ​ ​
Additional
Carry Shares at
IPO Price
​ ​
Additional
Carry Shares at
Maximum Carry
Price
​
At this offering (based on secondary offering and the Reorganization Buyback Transaction)
​ ​ ​ ​ 10,740,832 ​ ​ ​ ​ ​ 10,740,832 ​ ​
First Secondary Offering
​ ​ ​ ​ 2,825,408 ​ ​ ​ ​ ​ 2,388,419 ​ ​
Second Secondary Offering
​ ​ ​ ​ 2,825,408 ​ ​ ​ ​ ​ 2,388,419 ​ ​
Quarterly Period Deemed Sales
​ ​ ​ ​ 10,559,424 ​ ​ ​ ​ ​ 16,392,032 ​ ​
Total (assuming same Quarterly VWAP for each of the eight Quarterly Carry Periods)
​ ​ ​ ​ 26,951,072 ​ ​ ​ ​ ​ 31,909,702 ​ ​
Of the Additional Carry Shares set forth in the table above, current employees of the Legacy Manager (who will become employees of the Manager upon the completion of this offering) will beneficially own an aggregate of 16,554,019 or 19,776,375 shares, constituting 7.7% or 9.2% of the combined voting power of our outstanding shares of Class A common stock and Class B common stock, respectively, if the Quarterly VWAP is equal to the IPO Price or is at or above the Maximum Carry Price.
Additional Transfer Restrictions
Except for sales by the selling stockholder in this offering, the shares of our Class A common stock issuable upon exchange of Holdings LP Class B Units (the “Underlying Shares”) will not be able to be sold for one year following the closing of this offering, subject to limited exceptions. The Underlying Shares will also be subject to lock-up agreements with the underwriters for this offering for a period of 180 days following the date of this prospectus. Following the first anniversary of this offering, one-eighth of the Underlying Shares that remain unsold at the first anniversary of the closing of this offering will become freely tradeable (subject to any other lock-up agreements that remain in place and compliance with federal and state securities laws) at the beginning of each Quarterly Carry Period. In addition to the quarterly limitations described above, each of our executive officers will be permitted to transfer a maximum of 20% of the sum of the shares underlying the Additional Carry Shares and the Underlying Shares owned thereby as of the closing of this offering until the fifth anniversary of the closing of this offering, subject to the terms of the underwriters’ “lock-up” agreements entered into in connection with this offering. In addition to the quarterly limitations described above, each of the other employees of our Manager, as well as certain founders of the Existing Manager, will also only be permitted to transfer a maximum of 20% of the sum of the shares underlying the Additional Carry Shares and the Underlying Shares owned thereby as of the closing of this offering subject to the terms of the underwriters’ “lock-up” agreements entered into in connection with this offering, with such 20% limitation applying to the period ending on the third anniversary of the closing of this offering.
 
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Registration Rights
Upon the closing of this offering, the Company, the Continuing Investor Partnership will enter into a registration rights agreement providing the Continuing Investor Partnership with the right to demand at the request of continuing investors, following the expiration of the underwriters’ “lock-up” agreements entered into connection with this offering, up to two underwritten secondary offerings of shares underlying the Holdings LP Units held thereby, subject to a minimum demand threshold of $500 million, and customary piggyback registration rights. If the underwriters of such a secondary offering are unable to sell at least two-thirds of the shares requested for inclusion in such offering, the offering will not be counted as an exercise of a demand registration right. See “Shares of Class A Common Stock Eligible for Future Sale — Registration Rights”.
 
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USE OF PROCEEDS
We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will be approximately $468.5 million, or approximately $522.0 million if the underwriters exercise their option to purchase additional shares of Class A common stock in full, assuming an initial public offering price of $16.00 per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the public offering price per share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, by $29.7 million (assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock). Each 1,000,000 increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $15.2 million, assuming that the initial public offering price per share for the offering remains at $16.00 (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
We intend to use the net proceeds from our sale of shares of Class A common stock to purchase newly-issued Holdings LP Class A Units directly from Holdings LP at a purchase price per unit equal to the initial public offering price per share of Class A common stock less underwriting discounts and commissions.
On July 29, 2021, Investments LP issued $650 million aggregate principal amount of the Senior Notes, with the proceeds of the issuance of Senior Notes held in escrow until the completion of this offering. In addition, prior to the completion of this offering, we expect Investments LP to enter into the $850 million Term Loan and $550 million New Credit Facility, provided that the completion of this offering will be a condition to our ability to borrow thereunder. See “Description of Indebtedness”.
Immediately following the closing of this offering, a portion of the Holdings LP Class B Units indirectly held by Continuing Investors in the Continuing Investor Partnership will be repurchased on a pro rata basis by Holdings LP at the initial public offering price per share for a total of $1.5 billion, using the proceeds from our purchase of newly issued Holdings LP Class A Units plus a portion of the proceeds from the Debt Financing. Assuming the sale by us of 31,250,000 shares of Class A common stock and the sale by the selling stockholder of 15,625,000 shares of Class A common stock, in each case at a price per share equal to the midpoint of the price range on the cover page of this prospectus, and the completion of the Debt Financing, with no amounts drawn under the New Credit Facility, Holdings LP will repurchase 93,750,000 Holdings LP Class B Units, including 348,790 Holdings LP Class B Units indirectly held by our executive officers, and 32,614,173 Holdings LP Class B Units indirectly held by other affiliates, including owners of 10% or more of outstanding shares upon completion of this offering and current equity owners of the Legacy Manager with a portion of the proceeds of the Debt Financing this offering. A $1.00 increase in the public offering price per share would decrease the number of Holdings LP Class B Units we repurchase by 5,514,706 Class B Units. A $1.00 decrease in the public offering price per share would increase the number of Holdings LP Class B Units we repurchase by 6,250,000 Class B Units. The Holdings LP Class B Units indirectly held by our executive officers repurchased in the Reorganization Buyback Transaction will not exceed the number of Holdings LP Class B Units necessary to satisfy applicable tax obligations incurred by our executive officers in connection with the Reorganization Transactions.
We intend to cause Holdings LP and its subsidiaries to use any remaining net proceeds of this offering and the Debt Financing, including the net proceeds from the issuance and sale of any of the shares of Class A common stock pursuant to an exercise of the underwriters’ option, after deducting underwriting discounts and other offering expenses, to pursue additional Royalty-Related Transactions and for other general corporate purposes, including payment of operating expenses to our Manager and other professional and administrative fees.
Pending the identification of attractive Royalty-Related Transactions in accordance with our business objectives and policies, we plan to cause Holdings LP and its subsidiaries to invest any such net proceeds from this offering primarily in cash, cash equivalents, U.S. government securities and other
 
67
 
high-quality debt instruments that mature in one year or less, or temporary investments, as appropriate. These assets may have lower yields than our other assets and accordingly result in lower returns or dividends, if any, by us during such period.
We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholder.
 
68
 
DIVIDEND POLICY
You should read the following discussion of our dividend policy in conjunction with the factors and assumptions included in this section. In addition, please read “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in our business.
As a public company, we anticipate paying a quarterly dividend in an amount to be determined by our board of directors. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our financial condition and operating results, including our cash position, contractual restrictions (including under our debt arrangements), restrictions imposed by applicable laws and other factors that our board of directors may deem relevant. Immediately following this offering, we will be a holding company, and our principal asset will be our 100% ownership of Holdings LP’s Class A Units. If we decide to pay a dividend, to the extent permitted by applicable law, we will need to cause Holdings LP to make distributions to us in an amount sufficient to cover such dividend. If Holdings LP makes such distributions to us, the holders of Holdings LP Class B Units will be entitled to receive pro rata distributions.
 
69
 
CAPITALIZATION
The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2021:
•
on a historical basis,
​
•
on a pro forma basis to give effect to the Reorganization Transactions described under “Organizational Structure” and the June 28, 2021 repayment in full of our existing credit facility; and
​
•
on a pro forma as adjusted basis to give further effect to the sale by us of 31,250,000 shares of Class A common stock in this offering and the sale by the selling stockholder of 15,625,000 shares of Class A common stock in this offering, in each case at an assumed initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus, representing the receipt of approximately $468.5 million in net proceeds to us, after deducting estimated underwriting discounts and commissions and the estimated offering expenses payable by us and giving effect to the use of such proceeds by Holdings LP for a portion of the Reorganization Buyback Transaction.
​
This table should be read in conjunction with “Organizational Structure”, “Use of Proceeds”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Unaudited Pro Forma Financial Information” and the historical consolidated financial statements and related notes included elsewhere in this prospectus. Cash and cash equivalents are not components of our total capitalization.
​ ​ ​
As of March 31, 2021
​
​ ​ ​
(in thousands)
​
​ ​ ​
Historical
​ ​
Pro Forma for the
Reorganization
Transactions and
Debt Repayment
​ ​
Pro Forma As
Adjusted for the
Reorganization
Transactions and
This Offering
​
Cash and cash equivalents
​ ​ ​ $ 64,629 ​ ​ ​ ​ $ 518,142 ​ ​ ​ ​ $ 518,142 ​ ​
Revolving credit
​ ​ ​ ​ 493,000 ​ ​ ​ ​ ​ 493,000 ​ ​ ​ ​ ​ 493,000 ​ ​
Debt obligations
​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,485,000 ​ ​ ​ ​ ​ 1,485,000 ​ ​
Partners’ capital
​ ​ ​ ​ 2,090,945 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Class A common stock, par value $0.01 per share, 0
shares authorized; no shares issued and
outstanding, on an actual basis; 500,000,000 shares
authorized, no shares issued and outstanding, on a
pro forma basis; 500,000,000 shares authorized;
46,875,000 shares issued and outstanding, on a pro
forma as adjusted basis
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 469 ​ ​
Class B common stock, par value $0.01 per share, 0
shares authorized; no shares issued and
outstanding, on an actual basis; 400,000,000 shares
authorized; 215,500,000 shares issued and
outstanding, on a pro forma basis; 400,000,000
shares authorized; 168,625,000 shares issued and
outstanding, on a pro forma as adjusted basis
​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,155 ​ ​ ​ ​ ​ 1,686 ​ ​
Additional paid-in capital
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 229,982 ​ ​
Retained earnings
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Non-controlling interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,057,303 ​ ​ ​ ​ ​ 827,321 ​ ​
Total stockholders’ equity
​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,059,458 ​ ​ ​ ​ ​ 1,059,458 ​ ​
Total capitalization
​ ​ ​ $ 2,583,945 ​ ​ ​ ​ $ 3,037,458 ​ ​ ​ ​ $ 3,037,458 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
 
70
 
Each $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share of our Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $29.7 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $15.2 million, assuming no change in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
 
71
 
DILUTION
If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma net as adjusted tangible book value per share of Class A common stock after this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the pro forma as adjusted net tangible book value per share attributable to our existing owners. Pro forma calculations account for the occurrence of the Reorganization Transactions.
Our pro forma net tangible book value as of March 31, 2021 was $1,058.4 million, or $4.91 per share. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities after giving effect to the Reorganization Transactions and the proceeds from the capital call issued to the continuing partners that was used for the June 28, 2021 repayment in full of our existing credit facility, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of Class A common stock outstanding, assuming all Holdings LP Class B Units are exchanged for an equal number of shares of Class A common stock. Our pro forma as adjusted net tangible book value as of March 31, 2021 was $1,058.4 million, or $4.91 per share. Pro forma as adjusted net tangible book value equals pro forma net tangible book value as $0 additional proceeds will be received as a result of our sale of Class A common stock by us in this offering, assuming that all such net proceeds will be used by Holdings LP for a portion of the Reorganization Buyback Transaction.
The following table illustrates this dilution on a per share basis:
​
Assumed initial public offering price per share
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 16.00 ​ ​
​
Pro forma net tangible book value per share as of March 31, 2021
​ ​ ​ $ 4.91 ​ ​ ​ ​ ​ ​ ​ ​
​
Increase in pro forma net tangible book value per share attributable to investors in this offering
​ ​ ​ ​ 0.00 ​ ​ ​ ​ ​ ​ ​ ​
​
Pro forma as adjusted net tangible book value per share after this
offering
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.91 ​ ​
​
Dilution in pro forma as adjusted net tangible book value per share to investors in this offering
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 11.09 ​ ​
A $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share of our Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, additional paid-in capital, total stockholders’ equity and total capitalization by $29.7 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares in the number of shares offered by us as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, additional paid-in capital, total stockholders’ equity and total capitalization by $15.2 million, assuming no change in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
The following table sets forth, on a pro forma basis, as of March 31, 2021, the number of shares of Class A common stock that we will issue and the total consideration paid, or to be paid, by the purchasers of Class A common stock in this offering, and the average price per share paid, or to be paid, by existing stockholders and by the new investors, assuming all Holdings LP Class B Units are exchanged for an equal number of shares of Class A common stock, at an assumed initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and offering expenses payable by us, and after giving effect to the Reorganization Buyback Transaction:
 
72
 
​ ​ ​
Shares of Class A
COMMON STOCK Purchased
​ ​
Total Consideration
​ ​
Average
price per
share
​
​ ​ ​
Number
​ ​
Percentage
​ ​
Amount
​ ​
Percentage
​
​ ​ ​ ​ ​ ​ ​
Existing stockholders
​ ​ ​ ​ 168,625,000 ​ ​ ​ ​ ​ 78.2% ​ ​ ​ ​ $ 2,090,945,233 ​ ​ ​ ​ ​ 73.6% ​ ​ ​ ​ ​ 12.40 ​ ​
New investors
​ ​ ​ ​ 46,875,000 ​ ​ ​ ​ ​ 21.8% ​ ​ ​ ​ ​ 750,000,000 ​ ​ ​ ​ ​ 26.4% ​ ​ ​ ​ ​ 16.00 ​ ​
Total
​ ​ ​ ​ 215,500,000 ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ $ 2,840,945,233 ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 14.20 ​ ​
The foregoing tables assume no exercise of the underwriters’ option to purchase additional shares of Class A common stock. If the underwriters exercise their option to purchase additional shares of Class A common stock, there will be further dilution to new investors.
 
73
 
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma combined balance sheet as of March 31, 2021 and the unaudited pro forma consolidated statements of comprehensive income for the year ended December 31, 2020 and for the three months ended March 31, 2021 present our consolidated financial position and results of operations after giving effect to:
•
the Reorganization Transactions; and
​
•
the sale by us of 31,250,000 and the sale by selling stockholders of 15,625,000 shares of Class A common stock in this offering at an assumed initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus, representing the receipt of $468,512,900 in net proceeds to us after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us and giving effect to the use of such proceeds by Holdings LP for a portion of the Reorganization Buyback Transaction.
​
The Reorganization Transactions have been reflected in the unaudited pro forma balance sheet as of March 31, 2021. The following pro forma balance sheet as of March 31, 2021 gives pro forma effect to all other transactions identified above as if such events had occurred as of March 31, 2021. The statements of comprehensive income for the year ended December 31, 2020 and for the three months ended March 31, 2021 present consolidated results of operations to give pro forma effect to all transactions identified above as if all such events had been completed as of January 1, 2020.
The unaudited pro forma consolidated financial information has been prepared by management and is based on the historical financial statements of HCR, and its successor for financial reporting purposes, Healthcare Royalty, Inc., and their respective consolidated subsidiaries and the assumptions and adjustments described in the notes to the unaudited pro forma financial information below. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.
The historical financial information of HCR, Healthcare Royalty, Inc. and their respective consolidated subsidiaries has been derived from the combined financial statements and accompanying notes included elsewhere in this prospectus.
We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances in order to reflect, on a pro forma basis, the impact of the relevant transactions on the historical financial information of HCR, Healthcare Royalty, Inc. and their respective consolidated subsidiaries. Refer to the notes to the unaudited pro forma financial information below for a discussion of assumptions applied. The pro forma adjustments represent only those transactions that are directly attributable to this offering, factually supportable, and expected to have a continuing impact on our results of operations. The unaudited pro forma financial information does not purport to be indicative of our results of operations or financial position had the relevant transactions occurred on the dates assumed and does not project our results of operations or financial position for any future period or date.
For purposes of the unaudited pro forma financial information, we have assumed that we will issue 31,250,000 shares of Class A common stock and the selling stockholders will sell 15,625,000 shares of Class A common stock at a price per share equal to the midpoint of the range set forth on the cover page of this prospectus, and as a result, immediately following the closing of this offering, the ownership percentage of Healthcare Royalty, Inc. in Holdings LP will be 21.8%, the ownership percentage of the selling stockholder in Healthcare Royalty, Inc. will be 78.2%, and the net income attributable to holders of our Class A common stock will accordingly represent 21.8% of our net income, with the remainder of our net income attributable to a non-controlling interest in Holdings LP. If the underwriters’ option to purchase additional shares of Class A common stock is exercised in full, the ownership percentage represented by Holdings LP Class B Units will be 24.2%, and the net income attributable to holders of our Class A common stock will accordingly represent 24.2% of our net income. The unaudited pro forma consolidated financial information presented assumes no exercise by the
 
74
 
underwriters of the option to purchase up to an additional 7,031,250 shares of Class A common stock, including 3,515,625 shares offered by us and 3,515,625 shares offered by the selling stockholder.
We will incur certain one-time costs in connection with this offering and the related Reorganization Transactions, such as accounting, tax, legal and other professional service costs, of approximately $6,487,100. Additionally, following the offering, we will incur costs associated with being a U.S. publicly traded company. Such costs will include new or increased expenses for such items as insurance, directors’ fees, accounting work, legal advice and compliance with applicable U.S. regulatory and stock exchange requirements, including costs associated with compliance with the Sarbanes-Oxley Act and periodic or current reporting obligations under the Exchange Act. No pro forma adjustments have been made to reflect such costs because they are not currently objectively determinable.
The unaudited pro forma consolidated financial statements and related notes should be read in conjunction with the information contained in “Organizational Structure”, “Use of Proceeds”, “Capitalization”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of HCR, Healthcare Royalty, Inc. and their respective consolidated subsidiaries and related notes thereto included elsewhere in this prospectus.
The amount shown for the issuance of Class A common stock in this offering is at an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.
 
75
 
HealthCare Royalty, Inc.
Unaudited Pro Forma Consolidated Statement of Comprehensive Income
​ ​ ​
Three Months Ended March 31, 2021
​
​ ​ ​
Historical
​ ​
Pro Forma (unaudited)
​
​ ​ ​
HealthCare Royalty
Partners
​ ​
Reorganization
Transactions
​ ​
Offering
​ ​
HealthCare
Royalty, Inc.
​
​ ​ ​
($ thousands, except share-related amounts)
​
Investment income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty income
​ ​ ​ $ 65,303 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 65,303 ​ ​
Note interest
​ ​ ​ ​ 15,245 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15,245 ​ ​
Paid-in-kind interest
​ ​ ​ ​ 212 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 212 ​ ​
Total investment income
​ ​ ​ ​ 80,760 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 80,760 ​ ​
Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Management fees
​ ​ ​ ​ 6,759 ​ ​ ​ ​ ​ 4,603(a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,362 ​ ​
Interest expense
​ ​ ​ ​ 2,915 ​ ​ ​ ​ ​ 13,862(c) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16,777 ​ ​
Performance fees
​ ​ ​ ​ 2,575 ​ ​ ​ ​ ​ —(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,575 ​ ​
Professional fees
​ ​ ​ ​ 348 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 348 ​ ​
Investment research and other expenses
​ ​ ​ ​ 299 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 299 ​ ​
Organizational expenses
​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​
Total expenses
​ ​ ​ ​ 12,896 ​ ​ ​ ​ ​ 18,465 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31,361 ​ ​
Management fees waived
​ ​ ​ ​ (183) ​ ​ ​ ​ ​ 183(a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​
Net expenses
​ ​ ​ ​ 12,713 ​ ​ ​ ​ ​ 18,648 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31,361 ​ ​
Net investment income
​ ​ ​ ​ 68,047 ​ ​ ​ ​ ​ (18,648) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 49,399 ​ ​
Net realized and unrealized gain (loss)
on investments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ (1,285) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1,285) ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 45,010 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 45,010 ​ ​
Net realized and unrealized gain (loss)
on investments
​ ​ ​ ​ 43,725 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 43,725 ​ ​
Net increase in partners’ capital resulting from operations
​ ​ ​ ​ 111,772 ​ ​ ​ ​ ​ (18,648) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 93,124 ​ ​
Less: Income attributable to non-controlling interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ (93,124) ​ ​ ​ ​ ​ 20,256 ​ ​ ​ ​ ​ (72,868) ​ ​
Net increase in partners’ capital resulting from operations attributable to controlling interest
​ ​ ​ $ 111,772 ​ ​ ​ ​ $ (111,772) ​ ​ ​ ​ $ 20,256 ​ ​ ​ ​ $ 20,256 ​ ​
Pro forma earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Basic
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 0.43(d) ​ ​
Diluted
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 0.43(d) ​ ​
Pro forma number of shares used in computing earnings per share:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Basic
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 46,875,000(d) ​ ​
Diluted
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 215,500,000(d) ​ ​
 
76
 
HealthCare Royalty, Inc.
Unaudited Pro Forma Consolidated Statement of Comprehensive Income
​ ​ ​
Year Ended December 31, 2020
​
​ ​ ​
Historical
​ ​
Pro Forma (unaudited)
​
​ ​ ​
HealthCare Royalty
Partners
​ ​
Reorganization
Transactions
​ ​
Offering
​ ​
HealthCare
Royalty, Inc.
​
​ ​ ​
($ thousands, except share-related amounts)
​
Investment income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty income
​ ​ ​ $ 166,467 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 166,467 ​ ​
Note interest
​ ​ ​ ​ 50,397 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50,397 ​ ​
Paid-in-kind interest
​ ​ ​ ​ 11,953 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,953 ​ ​
Other Income
​ ​ ​ ​ 10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10 ​ ​
Total investment income
​ ​ ​ ​ 228,827 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 228,827 ​ ​
Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Management fees
​ ​ ​ ​ 26,666 ​ ​ ​ ​ ​ 3,715(a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,381 ​ ​
Performance fees
​ ​ ​ ​ 8,531 ​ ​ ​ ​ ​ —(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,531 ​ ​
Interest expense
​ ​ ​ ​ 7,294 ​ ​ ​ ​ ​ 55,929(c) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 63,223 ​ ​
Investment research and other expenses
​ ​ ​ ​ 1,767 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,767 ​ ​
Professional fees
​ ​ ​ ​ 1,632 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,632 ​ ​
Organizational expenses
​ ​ ​ ​ 119 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 119 ​ ​
Total expenses
​ ​ ​ ​ 46,010 ​ ​ ​ ​ ​ 59,644 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 105,654 ​ ​
Management fees waived
​ ​ ​ ​ (733) ​ ​ ​ ​ ​ 733(a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​
Net expenses
​ ​ ​ ​ 45,277 ​ ​ ​ ​ ​ 60,377 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 105,654 ​ ​
Net investment income
​ ​ ​ ​ 183,550 ​ ​ ​ ​ ​ (60,377) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 123,174 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ 11,102 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,102 ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 58,599 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58,599 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 69,701 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 69,701 ​ ​
Net increase in partners’ capital resulting from operations
​ ​ ​ ​ 253,252 ​ ​ ​ ​ ​ (60,377) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 192,875 ​ ​
Less: Income attributable to non-controlling interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ (192,875) ​ ​ ​ ​ ​ 41,954 ​ ​ ​ ​ ​ (150,921) ​ ​
Net increase in partners’ capital resulting from operations attributable to controlling interest
​ ​ ​ $ 253,252 ​ ​ ​ ​ $ (253,252) ​ ​ ​ ​ $ 41,954 ​ ​ ​ ​ $ 41,954 ​ ​
Pro forma earnings per share:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Basic
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 0.90(d) ​ ​
Diluted
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 0.90(d) ​ ​
Pro forma number of shares
used in computing earnings
per share:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Basic
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 46,875,000(d) ​ ​
Diluted
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 215,500,000(d) ​ ​
 
77
 
HealthCare Royalty, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
​ ​ ​
As of March 31, 2021
​
​ ​ ​
Historical
​ ​
Pro Forma (unaudited)
​
​ ​ ​
HealthCare Royalty
Partners
​ ​
Reorganization
Transactions
​ ​
Offering
​ ​
HealthCare
Royalty, Inc.
​
​ ​ ​
($ thousands, except share-related amounts)
​
Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash and cash equivalents
​ ​ ​ $ 64,629 ​ ​ ​ ​ $ 453,513(h)(i) ​ ​ ​ ​ $ —(g) ​ ​ ​ ​ $ 518,142 ​ ​
Investments, at fair value
​ ​ ​ ​ 2,524,324 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,524,324 ​ ​
Interest receivable
​ ​ ​ ​ 3,451 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,451 ​ ​
Deferred borrowing costs
​ ​ ​ ​ 1,051 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,051 ​ ​
Prepaid assets
​ ​ ​ ​ 128 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 128 ​ ​
Receivable from affiliate
​ ​ ​ ​ 18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18 ​ ​
Total assets
​ ​ ​ $ 2,593,601 ​ ​ ​ ​ $ 453,513 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 3,047,114 ​ ​
Liabilities and Partners’
Capital/Shareholders’ Equity
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Revolving credit
​ ​ ​ $ 493,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 493,000 ​ ​
Debt Obligations
​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,485,000(h) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,485,000 ​ ​
Performance Fee payable to Manager
​ ​ ​ ​ 6,871 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,871 ​ ​
Accrued expenses
​ ​ ​ ​ 1,391 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,391 ​ ​
Due to Manager
​ ​ ​ ​ 1,373 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,373 ​ ​
Management fees payable
​ ​ ​ ​ 21 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21 ​ ​
Total liabilities
​ ​ ​ ​ 502,656 ​ ​ ​ ​ ​ 1,485,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,987,656 ​ ​
Partners’ Capital/Shareholders’
Equity
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Class A common stock, $0.01 par
value, 0 shares outstanding,
actual and 46,875,000 shares
outstanding, as adjusted
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ —(f) ​ ​ ​ ​ ​ 469(g) ​ ​ ​ ​ ​ 469 ​ ​
Class B common stock, $0.01 par
value, 0 shares outstanding,
actual and 168,625,000 shares
outstanding, as adjusted
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,155(f)(i) ​ ​ ​ ​ ​ (469)(g) ​ ​ ​ ​ ​ 1,686 ​ ​
Partners’ capital
​ ​ ​ ​ 2,090,945 ​ ​ ​ ​ ​ (2,090,945)(f) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​
Additional paid-in capital
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 229,982 ​ ​ ​ ​ ​ 229,982 ​ ​
Retained earnings
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-controlling interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,057,303(f) ​ ​ ​ ​ ​ (229,982) ​ ​ ​ ​ ​ 827,321 ​ ​
Total partners’ capital/​shareholders’ equity
 ​ ​ ​ ​ 2,090,945 ​ ​ ​ ​ ​ (1,031,487) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,059,458 ​ ​
Total liabilities and partners’ capital/shareholders’ equity
​ ​ ​ $ 2,593,601 ​ ​ ​ ​ $ 453,513 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 3,047,114 ​ ​
 
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​
(a)
Reflects the recognition of incremental Operating and Personnel Payments of $4.8 million and $4.4 million for the three months ended March 31, 2021 and for the year ended December 31, 2020, respectively. Under the terms of the new Management Agreement, no management fees will be waived, and the Operating and Personnel Payments will be calculated as described in “The Manager — Management Agreement”.
​
(b)
After giving effect to the Reorganization Transactions and the sale of Class A common stock pursuant to this offering, there will be a change to the amount of performance fees. No adjustment has been made as an amount cannot be quantified at this time.
​
(c)
Reflects the interest expense for the $650.0 million aggregate principal amount of Senior Notes issued and the $850.0 million Senior Secured Term Loan and the unused revolver fees on the $550.0 million new Senior Secured Revolving Credit Facility we expect to enter into prior to or concurrently with the consummation of the offering.
​
(d)
The basic and diluted pro forma earnings per Class A common stock represent net increase in partners’ capital resulting from operations attributable to controlling interest divided by Class A common stock issued in this offering. Class B common stock of 168,625,000 were evaluated under the if-converted method for potential dilutive effects and were determined to be antidilutive. The table below presents the computation of pro forma basic and dilutive earnings per share (“EPS”) for the controlling interest.
​
Earnings per Common Share
($ thousands, except share-related amounts) 		​ ​
Pro Forma
Year Ended
December 31, 2020
​ ​
Pro Forma
Three Months
Ended
March 31, 2021
​
​ ​ ​
(unaudited)
​
Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net increase in partners’ capital resulting from operations attributable to controlling interest – basic and diluted
​ ​ ​ $ 41,954 ​ ​ ​ ​ $ 20,256 ​ ​
Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Weighted average Class A common stock outstanding – basic and diluted
​ ​ ​ ​ 46,875,000 ​ ​ ​ ​ ​ 46,875,000 ​ ​
Basic earnings per share
​ ​ ​ $ 0.90 ​ ​ ​ ​ $ 0.43 ​ ​
Diluted earnings per share
​ ​ ​ $ 0.90 ​ ​ ​ ​ $ 0.43 ​ ​
​
(e)
Number of shares of Class A common stock to be issued in this offering.
​
(f)
As a result of this offering and the Reorganization Transactions, we will initially own 100% of the economic interest of Holdings LP. Immediately following the closing of this offering, the ownership percentage held by the non-controlling interest will be 78.2%. Upon the completion of the offering and the Reorganization Transactions, the Class A common stock will consist of the 46,875,000 shares issued in this offering and      shares from the limited partners that elected to be exchanged from Class B units into Class A common shares, net of the Reorganization Buyback.
​
(g)
We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will be approximately $468,512,900, or approximately $521,950,408 if the underwriters exercise their option to purchase additional shares of Class A common stock in full, assuming an initial public offering price of $16.00 per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses. There will be no proceeds to us from the issuance of shares of Class B common stock.
​
(h)
We have issued $650.0 million aggregate principal amount of Senior Notes and concurrently with the completion of this offering, we expect to enter into a $850.0 million Senior Secured Term Loan and a $550.0 million new Senior Secured Revolving Credit Facility. A portion of these proceeds, together with the proceeds from this offering, will be used to fund the Reorganization Buyback Transaction.
​
(i)
Immediately following the closing of this offering, a portion of the Holdings LP Class B Units indirectly held by Continuing Investors in the Continuing Investor Partnership will be repurchased on a pro rata basis by Holdings LP at the initial public offering price per share.
​
 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our financial condition and results of operations. MD&A is provided as a supplement to, and should be read in conjunction with, our audited combined financial statements and the accompanying Notes to combined financial statements and Unaudited Pro Forma Financial Information. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this prospectus.
Business Overview
We are the leading mid-market royalty acquisition company, focusing on growth assets and emerging companies driving innovation in the biopharmaceutical industry. Our founders have been pioneers in the healthcare royalty and debt financing markets since 2001, and formed HCR in 2006 to build on their leadership in collaborating with inventors, academic institutions, small and mid-cap biotechnology companies and leading global pharmaceutical companies. Our in-house scientific, regulatory and transactional capabilities differentiate us from other industry participants and are the basis for our reputation among potential partners as knowledgeable, creative, and able to solve complex and potentially significant financing needs. Our senior team’s acquisition and financing approach, which has been honed over two decades to be both scalable and repeatable, has resulted in a long history of acquiring interests in both pre-approval and approved innovative therapies targeting large unmet or underserved medical needs. We have purposefully built a diverse portfolio across the therapeutic spectrum, including blockbuster assets such as Shingrix, innovative growth products such as Krystexxa, and recently launched products such as Xpovio. We believe that our (i) proprietary internal research and regulatory capabilities, (ii) mid-market focus, (iii) structuring flexibility, (iv) refined process designed to enable repeatable results and (v) regional sourcing model enable us to participate in the compounding growth seen in the biopharmaceutical sector and cement our leadership position.
Generally, we are agnostic with respect to transaction structure types if the underlying asset quality is attractive. We believe we are uniquely positioned as a firm with long-term experience and a track record of deploying substantial amounts of capital across a wide range of Royalty-Related Transaction types. Below are a variety of structure types that we have utilized since our inception in 2006 and that certain team members have utilized since 2001.
Counterparty is Royalty Recipient
•
Royalty purchases represent purchases of all or part of existing royalty contracts in exchange for some or all of the cash flows from those underlying contracts. These royalty contracts are entered into when an inventor, research institution, university, biopharmaceutical company or someone else with an interest in a product (a “licensor”) signs a licensing agreement with a third-party marketer, such as a larger pharmaceutical company. Under these license agreements, the licensor is entitled to receive a stream of cash flow payments based on the future sales of the product, including through royalties and milestones, but typically has no role in the product’s commercialization, which is performed by a third-party marketer. Royalty purchases are classified as royalty interests in our combined financial statements included elsewhere in this prospectus.
​
•
Royalty notes represent structured financing solutions whereby an issuer may place the royalty contract(s) and often the intellectual property and other assets underlying the royalty contract into a bankruptcy-remote special purpose vehicle (“SPV”) and issue debt from the SPV. The debt is then serviced by the applicable royalty stream related to the royalty contract. Royalty notes are classified as notes in our combined financial statements included elsewhere in this prospectus.
​
 
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Counterparty is Product Marketer or Distributor
•
SYNTHETIC ROYALTY™ financings represent highly structured, non-dilutive financing alternatives where we create a royalty contract with a biopharmaceutical company that owns the rights to one or more products and typically plays the principal role in the commercialization, marketing and sales of such product. This contract entitles us to receive a portion of the cash flow payments from future sales of a product. We can also structure these contracts as debt financings with a fixed interest component as well as a contingent interest component based on product sales. SYNTHETIC ROYALTY™ financings are classified as royalty interests in our combined financial statements included elsewhere in this prospectus.
​
•
Structured debt represents securities that are typically collateralized by all or certain assets. In these situations, our underwriting is based on the value of a product(s) owned by the company as well as general credit related factors. In addition, we have also purchased convertible notes, which may be either secured or unsecured. Structured debt acquisitions are classified as notes in our combined financial statements included elsewhere in this prospectus.
​
Background and Format of Presentation
The combined financial statements included elsewhere in this prospectus reflect the historical financial results of the Continuing Investor Partnership that we controlled. Historically, Legacy HCR Partnerships operated independently as limited partnerships and prepared their financial statements in accordance with accounting standards for investment companies, which includes measuring investments on a fair value basis. As a result, the combined financial statements included elsewhere in this prospectus as well as this MD&A present our historical results as an investment company. Refer to Note 1 “Organization” of our combined financial statements included elsewhere in this prospectus.
Following this offering, we will prepare our consolidated financial statements as an operating company, and expect to measure the majority of our assets using the amortized cost method accounting methodology (the “New Methodology”). As an operating company, the royalty interests and notes that we hold upon the closing of this offering and will acquire in the future will be treated as investments in cash flow streams and classified as financial assets. Throughout this section and elsewhere in this prospectus, we have highlighted key differences between our Historical Methodology (as defined below) and the New Methodology.
Historically, we have been paid by each of the fee-paying Legacy HCR Partnerships on an individual basis. Each fund has a management fee component, generally set as a fixed fee or a fee based on the capital commitments or value of the assets in the fund. Most of the Legacy HCR Partnerships also paid a performance fee or provided us the opportunity to earn carried interest.
Following this offering, the Continuing Investor Partnership will pay an operating and personnel fee to the Manager. This fee will be based on Royalty Receipts, as more fully discussed below in “— Understanding our Results of Operations”. We will also provide an affiliate of the Manager with an opportunity to earn performance shares based on various performance metrics as more fully discussed in “The Manager — Equity Performance Awards”.
In accordance with GAAP, under both our historical accounting methodology and the New Methodology, we classify our financial assets as investments, with (i) royalty purchases and SYNTHETIC ROYALTY™ financings categorized as royalty interests and (ii) royalty notes and structured debt categorized as notes.
Understanding our Financial Reporting
Historical Accounting Methodology
In our historical combined financial statements, both royalty interests and notes are treated as debt transactions with contingent future payments to which we assign a fair value each period by applying a discounted cash flow methodology (the “Historical Methodology”). Under this methodology, we determine fair value based on the net present value of the projected cash flows, using future cash flows
 
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and a discount rate to reflect market conditions and other quantitative and qualitative factors. Payments received from royalty interests are treated in part as income, calculated using the projected internal rate of return (“IRR”) from the discounted cash flow, and in part as repayment of the acquisition cost. Payments received from notes are treated in part as interest and in part as principal payments based on the structure of each note. Repayments of acquisition cost and principal payments reduce the carrying value of our investments. Note interest and paid-in-kind interest are recorded on an accrual basis. Royalty income is recorded based on the calculated IRR for a particular asset, except where the investment fair value is less than the unrecovered cost. If the investment fair value is less than unrecovered cost, cash received is treated as a return of cost in the current and subsequent periods until the unrecovered cost is lower than or equal to fair value as of each measurement date.
The preparation of our historical combined financial statements in this manner requires the use of estimates and assumptions that affect the reported amounts and disclosures in the combined financial statements and accompanying notes. The most significant judgments and estimates applied by management are associated with determining fair value, including management’s judgment in forecasting the expected future cash flows of the underlying royalty interests and notes, the expected duration of the royalty interest and the discount rate used to determine net present value under a discounted cash flow methodology. Our cash flow forecasts and discount rates are evaluated each reporting period against the original underwriting conditions and adjusted, as necessary, based on several factors, including: (i) approval status and launch trajectory; (ii) change in commercial prospects, including approval of generic versions; (iii) change in regulatory environment, (iv) change in intellectual property, including remaining patent or license terms and exclusivity; (v) change in manufacturing; (vi) change in end market indications; (vii) change in foreign exchange rates and (vii) subsequent similar transactions. In any given reporting period, any increase or decrease in the expected future cash flows associated with a royalty interest or note is recognized as an unrealized gain or loss for that period which is presented on our combined Statements of Operations.
As a result of the immediate unrealized activity associated with applying the discounted cash flow methodology, our combined Statements of Operations activity in respect of many of our royalty interests and notes can be volatile and unpredictable across periods. Small changes to the expected future cash flows over a multi-year period can result in an immediate unrealized gain or loss on the combined Statement of Operations, even though the applicable cash inflows will not be received for many years into the future. For example, in the first half of 2018, we acquired our royalty interest on GIAPREZA from La Jolla Pharmaceutical Company. We recognized net increases in partners capital resulting from operations of $9.5 million over the ensuing six quarters. In the fourth quarter of 2019, certain events, including a slower than expected launch, caused us to update our cash flow forecasts and discount rates for this royalty interest. As a result of such updates, we recognized a net decrease in partners capital resulting from operations of $59.3 million on this royalty interest for that quarter. Over the course of the following four quarters in 2020, we again recognized a net increase in partners’ capital resulting from operations of $8.1 million as a result of the discounted cash flow methodology.
Income and loss recorded under the discounted cash flow methodology bears limited relation to actual cash received in any given quarter. For instance, in the La Jolla Pharmaceutical Company example noted above, during the first six quarters following our investment, we recognized an aggregate net increase of $9.5 million in partners capital resulting from operations but only received $1.9 million of Royalty Receipts from the GIAPREZA sales. In comparison, our acquisition of Vimpat yielded $34.5 million of unrealized gains, in the aggregate, during the first two quarters following our investment. However, we received $86.9 million of Royalty Receipts from Vimpat sales during the same period.
New Methodology
We are currently evaluating each of our financial assets and following this offering, we expect to measure the majority of our acquisitions at amortized cost under the amortized cost accounting methodology. Under this New Methodology, we will calculate the effective interest rate on each royalty interest or note using a forecast of the expected cash flows to be received over the life of the royalty interest or note relative to either the conversion price at the time of this offering, for existing investments, or the initial acquisition price, for new investments acquired following this offering. The yield, which will be
 
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calculated at the end of each reporting period and applied prospectively, will then be recognized via accretion into income at the effective rate of return over the expected life of the royalty interest or note. For structured debt acquisitions, where no additional cash flows are expected aside from the interest and amortization payments defined in the acquisition agreement, we will calculate interest income using the effective interest method.
The preparation of our consolidated financial statements under the New Methodology requires the use of similar estimates, judgments and assumptions that affect both our reported assets and liabilities and our income and revenue and expenses. As with the Historical Methodology, the most significant judgments and estimates applied by management are associated with the measurement of income derived from our royalty interests and notes. Under the New Methodology, our cash flow forecasts will be generated and updated each reporting period based on management’s internal analysis. We also may look to supplement this internal analysis through other means, such as by manually compiling sell-side equity research analysts’ consensus estimates for each of the products in which we have royalty interests or notes rather than a discounted cash flow analysis. We will then calculate our expected royalty cash flows using updated forecasts to derive an effective yield for accretion into income. Changes in projected future cash flows generally would not result in an immediate unrealized gain or loss, unlike with the Historical Methodology. However, small declines in forecasts over a multi-year period can also, in certain instances, result in an immediate non-cash income statement adjustment, in addition to the adjustments to applicable cash inflows that will be realized for many years into the future.
We expect the New Methodology to produce similar volatile and unpredictable activity on our Statement of Operations as with the Historical Methodology in certain cases, particularly in the case of large write-downs. However, as noted above, the recognition of this activity will be displayed differently than under the historical accounting method. In the previous GIAPREZA example, under the New Methodology, we would expect the write-downs to have a similar impact on our Statement of Operations, through which they would be recorded as a cumulative provision rather than an unrealized loss.
The GIAPREZA example above details the impact and timing of a large write-down under our historical and New Methodology. Set forth below are two examples highlighting instances where the magnitude of changes in projected future cash flows during a given period would result in immediate changes to future income under the Historical Methodology but would not warrant an immediate impact, including through the establishment of a provision, under the New Methodology.
•
Projected future cash flows of an investment increase 5%: Under the Historical Methodology, we would discount the increased projected future cash flows to present and record an unrealized gain in the current period. Under the New Methodology, the increase in projected future cash flows would not result in any immediate unrealized gain and would be recorded as additional income using an effective interest rate over the remaining life of the investment.
​
•
Projected future cash flows of an investment decrease 5%: Under the Historical Methodology, we would discount the decreased projected future cash flows to present and record an unrealized loss in the current period. Under the New Methodology, the decrease in projected future cash flows would not result in any immediate unrealized loss or provision and would be recorded as a reduction to income using an updated effective interest rate over the remaining life of the investment.
​
Non-GAAP Financial Measures
While the New Methodology may, in certain instances, result in less volatility in income, both methodologies produce results that management believes are not necessarily indicative of cash flow performance during a reporting period. Therefore, our management does not use income from royalties, interest from notes and the associated unrealized gains or losses under the Historical Methodology to assess our near-term operating performance, as a measure of our ability to meet our operating and working capital requirements or as a source for predicting future growth trends. Our management uses Adjusted EBITDA and Adjusted Cash Flow (each defined below), all non-GAAP financial measures, as indicators of our cash flow and operating performance. Our management also uses Adjusted Cash
 
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Flow to compare our performance against non-GAAP financial measures used by other comparable companies in the biopharmaceutical industry. We also anticipate that Adjusted EBITDA will be used by our potential lenders to assess our ability to meet our financial covenants.
Adjusted EBITDA and Adjusted Cash Flow are non-GAAP financial measures that are both most closely comparable to the GAAP measure, Net cash used in operating activities. We anticipate that Adjusted EBITDA will be important to our lenders and is calculated as Royalty Receipts less Payments for operating costs and professional services from the combined Statements of Cash Flows. Adjusted Cash Flow is defined as Adjusted EBITDA less Interest paid from the combined Statements of Cash Flows.
We expect our calculations of these non-GAAP financial measures to be substantially similar under the New Methodology.
Please refer to the following table for a reconciliation of our non-GAAP financial measures to their most closely comparable GAAP measure:
​ ​ ​
Three Months Ended March 31,
​
($ in thousands)
​ ​
2021
​ ​
2020
​
Cash flow data (GAAP) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net cash provided by (used in): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Operating activities
​ ​ ​ $ 5,676 ​ ​ ​ ​ $ (204,687) ​ ​
Net cash provided by (used in) operating activities
​ ​ ​ $ 5,676 ​ ​ ​ ​ $ (204,687) ​ ​
Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Interest paid
​ ​ ​ ​ 2,904 ​ ​ ​ ​ ​ 763 ​ ​
Acquisitions of investments
​ ​ ​ ​ 132,500 ​ ​ ​ ​ ​ 280,000 ​ ​
Adjusted EBITDA (non-GAAP)
​ ​ ​ $ 141,080 ​ ​ ​ ​ $ 76,076 ​ ​
Net cash provided by (used in) operating activities
​ ​ ​ $ 5,676 ​ ​ ​ ​ $ (204,687) ​ ​
Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Acquisitions of investments
​ ​ ​ ​ 132,500 ​ ​ ​ ​ ​ 280,000 ​ ​
Adjusted Cash Flow (non-GAAP)
​ ​ ​ $ 138,176 ​ ​ ​ ​ $ 75,313 ​ ​
​ ​ ​
Years Ended December 31,
​
($ in thousands)
​ ​
2020
​ ​
2019
​
Cash flow data (GAAP) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net cash provided by (used in): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Operating activities
​ ​ ​ $ (649,540) ​ ​ ​ ​ $ (174,248) ​ ​
Net cash used in operating activities
​ ​ ​ $ (649,540) ​ ​ ​ ​ $ (174,248) ​ ​
Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Interest paid
​ ​ ​ ​ 6,456 ​ ​ ​ ​ ​ 1,073 ​ ​
Acquisitions of investments
​ ​ ​ ​ 1,013,680 ​ ​ ​ ​ ​ 397,649 ​ ​
Adjusted EBITDA (non-GAAP)
​ ​ ​ $ 370,596 ​ ​ ​ ​ $ 224,474 ​ ​
Net cash used in operating activities
​ ​ ​ $ (649,540) ​ ​ ​ ​ $ (174,248) ​ ​
Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Acquisitions of investments
​ ​ ​ ​ 1,013,680 ​ ​ ​ ​ ​ 397,649 ​ ​
Adjusted Cash Flow (non-GAAP)
​ ​ ​ $ 364,140 ​ ​ ​ ​ $ 223,401 ​ ​
Portfolio Overview
Our portfolio is diversified across therapeutic categories, treatment modalities, indications and marketers. As of June 30, 2021, no single asset accounted for more than 11% of our portfolio, the top
 
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three products accounted for 26% of our portfolio and the top three marketers represented 33% of our portfolio, in each case as measured by projected Royalty Receipts.
Royalty Receipts is the sum of the following items from our combined Statements of Cash Flows: (i) Cash collections from royalty interests, (ii) Cash collections from notes, and (iii) Proceeds from sale of investments. Projected Royalty Receipts represent our cumulative cash flow forecasts from July 2021 through the projected terminal date for our current portfolio. Our projections of Royalty Receipts for each investment are based upon various assumptions about the performance of the assets in which we invest, including the ability of marketers to generate sales, multiple caps and other variables dependent upon the efforts of third parties and other developments beyond our control. The following table shows how we calculate Royalty Receipts:
​ ​ ​
Three Months Ended March 31,
​
($ in thousands)
​ ​
2021
​ ​
2020
​
Royalty Receipts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash collections from royalty interests
​ ​ ​ $ 98,701 ​ ​ ​ ​ $ 26,179 ​ ​
Cash collections from notes
​ ​ ​ ​ 19,785 ​ ​ ​ ​ ​ 12,145 ​ ​
Proceeds from sales of investments
​ ​ ​ ​ 33,010 ​ ​ ​ ​ ​ 49,391 ​ ​
Royalty Receipts
​ ​ ​ $ 151,496 ​ ​ ​ ​ $ 87,715 ​ ​
​ ​ ​
Years Ended December 31,
​
($ in thousands)
​ ​
2020
​ ​
2019
​
Royalty Receipts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash collections from royalty interests
​ ​ ​ $ 227,440 ​ ​ ​ ​ $ 171,500 ​ ​
Cash collections from notes
​ ​ ​ ​ 55,803 ​ ​ ​ ​ ​ 45,836 ​ ​
Proceeds from sales of investments
​ ​ ​ ​ 121,838 ​ ​ ​ ​ ​ 35,616 ​ ​
Royalty Receipts
​ ​ ​ $ 405,081 ​ ​ ​ ​ $ 252,952 ​ ​
As of June 30, 2021, the assets in our portfolio represented 12 therapeutic categories, with the top category representing 21% and the top three categories representing 49% of the portfolio as measured by projected Royalty Receipts. We also have meaningful exposure to drugs that have received special designation from the FDA, including, but not limited to, Orphan Drug Exclusivity.(1) These products comprise 41% of the portfolio as of June 30, 2021 (by projected Royalty Receipts). We believe special designation by the FDA is indicative of our asset criterion that products satisfy an unmet or underserved medical need. Also, orphan drugs receive market protection along with intellectual property protection. Under the Orphan Drug Act, the FDA may grant orphan designation to a product intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States.
Below are key characteristics regarding the diversity and duration of our current portfolio (as of the time of the prospectus).
Diversification (as of June 30, 2021 unless otherwise indicated and based on projected Royalty Receipts)
•
35 products, with the largest product (Shingrix) expected to represent less than 11% of projected Royalty Receipts
​
•
13 drugs that have received FDA special designation (Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations)
​
•
12 therapeutic categories, with the largest therapeutic category (neurology) representing 21% of projected Royalty Receipts
​
​
(1)
Special designations include Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations.
​
 
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•
Most therapeutic categories have subcategories; for instance, neurology includes several sub-categories such as epilepsy, sleep management, migraine and Parkinson’s disease
​
•
Nevertheless, Royalty Receipts to date have been concentrated among a limited number of products, with our top 10 products accounting for 86% of Royalty Receipts for the three months ended March 31, 2021 and 81% and 82% of our Royalty Receipts for the years ended December 31 2020 and 2019, respectively.
​
Projected Duration (as of June 30, 2021 and weighted by projected Royalty Receipts)
•
10.0 years of projected duration (the projected period of time during which we expect to receive Royalty Receipts from the specific asset) from the time of acquisition (certain transactions have a limit on proceeds to us (referred to as “multiple cap”) resulting in an earlier projected terminal date relative to the contractual royalty maturity date)
​
•
11.5 years of maximum duration from the time of acquisition (excludes impact of multiple caps and uses the contractual royalty maturity date as terminal date)
​
•
In several cases, patent updates following our acquisition have resulted in a longer projected duration and/or a higher royalty rate over a longer time period; select examples include:
​
•
Myozyme — patent assumptions enhanced by 1.4 years due to resolution of a patent challenge
​
•
Brineura — patent term extension provided an additional 1.8 years at a higher royalty rate
​
•
Projected duration detail for our top 20 portfolio holdings is provided in the section of this prospectus titled “Business — Portfolio Highlights”.
​
The table below presents the ten products in our portfolio contributing the most Royalty Receipts for the three months ended March 31, 2021:
($ in thousands)
​ ​ ​ ​ ​ ​ ​ ​
Royalty Receipts for
Three Months Ended
March 31,
​
Top Ten Products
​ ​
Marketer
​ ​
Therapeutic Area
​ ​
2021
​ ​
2020
​
Vimpat
​ ​
UCB
​ ​
Neurology
​ ​ ​ $ 47,597 ​ ​ ​ ​ $ — ​ ​
Relistor
​ ​
Bausch
​ ​
Gastroenterology
​ ​ ​ ​ 33,783 ​ ​ ​ ​ ​ 2,621 ​ ​
Shingrix
​ ​
GSK
​ ​
Vaccines and anti-infectives
​ ​ ​ ​ 16,247 ​ ​ ​ ​ ​ — ​ ​
Zolgensma
​ ​
Novartis
​ ​
Rare genetic disorder
​ ​ ​ ​ 9,469 ​ ​ ​ ​ ​ — ​ ​
Trelegy Ellipta
​ ​
GSK
​ ​
Pulmonary
​ ​ ​ ​ 7,969 ​ ​ ​ ​ ​ 50,916 ​ ​
Gocovri/Namzaric
​ ​
Adamas/AbbVie
​ ​
Neurology
​ ​ ​ ​ 3,657 ​ ​ ​ ​ ​ 2,044 ​ ​
Udenyca
​ ​
Coherus
​ ​
Oncology
​ ​ ​ ​ 3,272 ​ ​ ​ ​ ​ 3,291 ​ ​
Fampyra
​ ​
Biogen
​ ​
Neurology
​ ​ ​ ​ 2,990 ​ ​ ​ ​ ​ 2,715 ​ ​
AndexXa
​ ​
Alexion
​ ​
Hematology
​ ​ ​ ​ 2,946 ​ ​ ​ ​ ​ 3,619 ​ ​
Benlysta
​ ​
GSK
​ ​
Immunology
​ ​ ​ ​ 2,866 ​ ​ ​ ​ ​ 2,157 ​ ​
Top Ten Products
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 130,796 ​ ​ ​ ​ $ 67,363 ​ ​
All Product Royalty Receipts
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 151,496 ​ ​ ​ ​ $ 87,715 ​ ​
 
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The table below presents Royalty Receipts for 2020 and 2019 for the ten products in our portfolio contributing the most Royalty Receipts in 2020.
($ in thousands)
​ ​ ​ ​ ​ ​ ​ ​
Royalty Receipts for
Year Ended
​
Total Top Ten Products
​ ​
Marketer
​ ​
Therapeutic Area
​ ​
2020
​ ​
2019
​
Vimpat
​ ​
UCB
​ ​
Neurology
​ ​ ​ $ 86,852 ​ ​ ​ ​ $ — ​ ​
AndexXa
​ ​
Alexion
​ ​
Hematology
​ ​ ​ ​ 83,998 ​ ​ ​ ​ ​ 11,149 ​ ​
Trelegy Ellipta
​ ​
GSK
​ ​
Pulmonary
​ ​ ​ ​ 56,390 ​ ​ ​ ​ ​ 4,171 ​ ​
Shingrix
​ ​
GSK
​ ​
Vaccines and anti-infectives
​ ​ ​ ​ 30,298 ​ ​ ​ ​ ​ 35,624 ​ ​
Udenyca
​ ​
Coherus
​ ​
Oncology
​ ​ ​ ​ 13,203 ​ ​ ​ ​ ​ 14,391 ​ ​
Goofice
​ ​
EA Pharma
​ ​
Gastroenterology
​ ​ ​ ​ 11,905 ​ ​ ​ ​ ​ 3,716 ​ ​
Gocovri/Namzaric
​ ​
Adamas/AbbVie
​ ​
Neurology
​ ​ ​ ​ 11,738 ​ ​ ​ ​ ​ 6,450 ​ ​
Fampyra
​ ​
Biogen
​ ​
Neurology
​ ​ ​ ​ 11,211 ​ ​ ​ ​ ​ 10,021 ​ ​
Cetrotide
​ ​
Merck Serono
​ ​
Endocrine
​ ​ ​ ​ 11,158 ​ ​ ​ ​ ​ 11,140 ​ ​
Relistor
​ ​
Bausch
​ ​
Gastroenterology
​ ​ ​ ​ 10,472 ​ ​ ​ ​ ​ 9,974 ​ ​
Top Ten Products
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 327,225 ​ ​ ​ ​ $ 106,636 ​ ​
All Product Royalty Receipts
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 405,081 ​ ​ ​ ​ $ 252,952 ​ ​
Understanding our Results of Operations
Unless otherwise noted, this information is presented under the Historical Methodology, which we describe above under “— Understanding our Financial Reporting”.
Total Investment Income
Total investment income is primarily comprised of income from our royalty interests and interest from our notes. Our royalties and notes are investments for which we recognize interest income and our ownership rights are generally passive in nature.
For the three months ended March 31, 2021 and 2020, the royalty payors accounting for greater than 10% of our total investment income in any one period are shown in the table below:
($ in thousands)
​ ​ ​ ​ ​
Contribution to total investment income for the
three months ended March 31,
​
Royalty Asset
​ ​
Royalty payor
​ ​
2021
​ ​
2020
​
Vimpat
​ ​ UCB ​ ​ ​ ​ 18% ​ ​ ​ ​ ​ NA ​ ​
Shingrix
​ ​ GSK ​ ​ ​ ​ 17% ​ ​ ​ ​ ​ 20% ​ ​
Trelegy Ellipta
​ ​
Theravance Biopharma
​ ​ ​ ​ 10% ​ ​ ​ ​ ​ 6% ​ ​
For the years ended December 31, 2020 and 2019, the royalty payors accounting for greater than 10% of our total investment income in any one year are shown in the table below:
​ ​ ​ ​ ​ ​
Contribution to total investment income for the
years ended December 31,
​
Royalty Asset
​ ​
Royalty payor
​ ​
2020
​ ​
2019
​
Shingrix
​ ​ GSK ​ ​ ​ ​ 17% ​ ​ ​ ​ ​ 21% ​ ​
Vimpat
​ ​ UCB ​ ​ ​ ​ 14% ​ ​ ​
N/A
​
Lyrica
​ ​ Pfizer ​ ​ ​ ​ 1% ​ ​ ​ ​ ​ 13% ​ ​
Royalty Income
Our royalty interests represent investments in cash flow streams with yield components that most closely resemble loans measured at fair value under the discounted cash flow method. At the time of
 
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underwriting, we project estimated quarterly cash flows to be received or paid with respect to each royalty interest, which results in a projected IRR for such royalty interest. Subsequent to the initial investment date, the fair value of any royalty interest is determined based on the net present value of the projected cash flows, using updated expectations of future cash flows and a discount rate to reflect market conditions and other quantitative and qualitative factors. Payments received are treated in part as income, calculated using the IRR, and in part as repayment of the investment cost.
Risk-adjusted anticipated cash flows are determined by performing appropriate due diligence utilizing currently available information including, but not limited to, actual historical product sales, trends, size of patient population, market share, competition and intellectual property rights. Our royalties are directly linked to sales of underlying pharmaceutical products whose life cycle typically peaks at a point in time, followed by declining sales trends due to the entry of generic competition. Generally, when generics enter the market, we stop receiving royalties as the patents relevant to our investments have expired. The recognition of income from royalties requires management to make estimates and assumptions around many factors, including those impacting the variables noted above.
Note Interest
Our notes represent fixed and variable interest instruments that are typically collateralized by all or certain assets or are secured by royalty streams related to one or multiple products. In these situations, our underwriting is typically based on the value of a specific product or products. Investments in notes are initially valued at cost and are recognized when we have incurred an obligation to fund the investment and have contractual rights to cash flows from the note, which is typically the funding date. Subsequent to the initial investment date, such investments are recorded at estimated fair value after giving consideration to actual interest and principal payments, market conditions, and other quantitative and qualitative factors, including the net present value of the projected cash flows, using updated expectations of future cash flows and a discount rate to reflect market conditions. Future cash flows are based on the structure of each note and can include a fixed interest coupon, variable revenue interest (revenue interest on note), final payment fees and principal payments. The timing of the payment of principal can vary depending on the structure of the note. Investments can be secured by the assets or revenue streams of the counterparty. Convertible notes, where the underlying equity is publicly traded and is near or above the conversion price, are valued using one or more convertible debt pricing models taking into account the share price, the volatility of the stock and other variables.
Paid-In-Kind Interest
Some of our royalty interests and notes are structured with the ability for us to receive payments in-kind. Payments in-kind are added to the principal and cost amounts and are recorded as Paid-In-Kind interest in the combined Statements of Operations.
Management Fees
In consideration of the services provided to the Legacy HCR Partnerships in certain instances the Legacy HCR Partnerships paid an annual fee to the Legacy Manager. Management fees paid to the Legacy Manager are generally calculated by applying the management fee rate in respect of each limited partner multiplied by either (x) the capital commitment of such limited partner or by (y) the lesser of (i) the net asset value of the fund and (ii) the aggregate cost basis of the unrealized investments held by us.
In connection with this offering, we expect to enter into the Management Agreements with the Manager, pursuant to which we will pay the Manager a quarterly Operating and Personnel Payment. Following this offering, we expect to charge Operating and Personnel Payments as General and Administrative (“G&A”) expenses on the consolidated Statement of Comprehensive Income. For example, we paid the Legacy Manager an aggregate of approximately $27 million in management fees in 2020. If the Management Agreements with the Manager had been in effect for 2020, we would have paid an aggregate of $30 million in Operating and Personnel Payments for the same services. We expect the Operating and Personnel Payments to be higher than the management fees that were charged in historical periods. The Operating and Personnel Payment will be calculated quarterly as
 
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(i) 7.5% of the Royalty Receipts up to $750 million, (ii) 7.0% of the Royalty Receipts from $750 million to $1.0 billion and (iii) 6.5% of the Royalty Receipts above $1.0 billion. In each case, Royalty Receipts for the preceding four quarters will be used to determine the applicable rate. We expect the expenses incurred in respect of Operating and Personnel Payments to comprise the most significant component of G&A expenses in future periods.
Performance Fees
In consideration of the services provided to the Legacy HCR Partnerships in certain instances the Legacy HCR Partnerships paid performance fees to the Legacy Manager. The performance fees range in percentage and are applied, generally, to either Royalty Receipts or to GAAP income received within specified measurement periods.
In connection with this offering and pursuant to the Management Agreements, we will provide an affiliate of the Manager with an opportunity to earn performance shares based on various performance metrics as more fully discussed in “The Manager — Equity Performance Awards”. Following this offering, under the New Methodology, performance fees will be reflected in G&A expenses in the consolidated Statement of Comprehensive Income.
Investment Research and Other Expenses
Pre-acquisition transaction costs (primarily due diligence, research and travel costs) incurred in connection with the evaluation of specific investments are deferred and capitalized as a component of the cost basis of such investments when the transactions are consummated or are recorded as investment research and other expenses when we believe the transaction will not be consummated. Following this offering, under the New Methodology, our pre-acquisition transaction costs will be included in G&A expenses in the consolidated Statement of Comprehensive Income.
Post-acquisition costs (mostly travel-related to meet with existing counterparties) incurred in connection with the ongoing holding of investments are expensed as incurred and are included in investment research and other expenses on the combined Statements of Operations. Following this offering, under the New Methodology, post-acquisition costs will be included in G&A expenses in the consolidated Statement of Comprehensive Income.
Professional Fees
Professional fees are related to our third-party advisors including costs related to financial, tax and legal advisors. Additionally, we have historically also incurred professional fees from a fund administrator engaged by certain of the Legacy HCR Partnerships, whose services will be much more limited following this offering. Following this offering, under the New Methodology, our professional fees will be included in the G&A expenses in the consolidated Statement of Comprehensive Income. We would expect certain of our professional fees to increase as a public company and we expect to incur new costs such as directors’ and officers’ insurance as a public company.
Organizational Fees
Organizational fees are incurred primarily when establishing a new commingled private fund. We do not expect to incur this expense following this offering.
Results of Operations
For the Three Months Ended March 31, 2021 and 2020
The key developments impacting our Royalty Receipts and income from our royalty interests are discussed below.
•
Vimpat.    Our acquisition of Vimpat in August 2020 resulted in meaningful Royalty Receipts received by HCR in the three months ended March 31 2021, representing approximately 31% of Royalty Receipts over this period.
​
 
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•
Relistor.    Our royalty note serviced by sales of Relistor was fully paid in March 2021 following the acquisition of our counterparty, Progenics Pharmaceuticals by Lantheus Holdings. The regularly scheduled interest and amortization payment, in addition to, the pay-off and exit of our royalty note resulted in $33.8 million in Royalty Receipts to HCR in the three months ended March 31, 2021.
​
•
Shingrix.   Shingrix Royalty Receipts in the three months ended March 31, 2021 represented $16.2 million, benefiting from strong fourth quarter 2020 sales. Shingrix did not generate Royalty Receipts in the three months ended March 31, 2020 as eligible royalties temporarily reverted to Agenus in order to satisfy certain contractual obligations. Shingrix sales surpassed $2.0 billion for the twelve months ended December 31, 2019; therefore the contract provided that $15.1 million would be paid to Agenus from royalty payments otherwise due to us in respect of first quarter 2020 and second quarter 2020 royalties. $12.7 million was netted from first quarter 2020 royalties (all available royalties for that quarter) and the remaining $2.4 million obligation was netted from second quarter 2020 royalties which satisfied the $15.1 million payment obligation in full. Once the $15.1 million obligation was satisfied, all remaining royalties reverted to us.
​
 
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The following table compares our historical results of operations for the three months ended March 31, 2021 and 2020:
​ ​ ​
Combined Statements for Operations for Three
Months ended March 31
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
($ in thousands)
​ ​
2021
​ ​
2020
​ ​
Change
​
Investment income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty income
​ ​ ​ $ 65,303 ​ ​ ​ ​ $ 32,871 ​ ​ ​ ​ $ 32,432 ​ ​ ​ ​ ​ 98.7% ​ ​
Note interest
​ ​ ​ ​ 15,245 ​ ​ ​ ​ ​ 11,422 ​ ​ ​ ​ ​ 3,823 ​ ​ ​ ​ ​ 33.5% ​ ​
Paid-in-kind interest
​ ​ ​ ​ 212 ​ ​ ​ ​ ​ 1,813 ​ ​ ​ ​ ​ (1,601) ​ ​ ​ ​ ​ -88.3% ​ ​
Total investment income
​ ​ ​ ​ 80,760 ​ ​ ​ ​ ​ 46,106 ​ ​ ​ ​ ​ 34,654 ​ ​ ​ ​ ​ 75.2% ​ ​
Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Management fees
​ ​ ​ ​ 6,759 ​ ​ ​ ​ ​ 6,632 ​ ​ ​ ​ ​ 127 ​ ​ ​ ​ ​ 1.9% ​ ​
Interest expense
​ ​ ​ ​ 2,915 ​ ​ ​ ​ ​ 1,217 ​ ​ ​ ​ ​ 1,698 ​ ​ ​ ​ ​ 139.5% ​ ​
Performance fees
​ ​ ​ ​ 2,575 ​ ​ ​ ​ ​ 1,061 ​ ​ ​ ​ ​ 1,514 ​ ​ ​ ​ ​ 142.7% ​ ​
Professional fees
​ ​ ​ ​ 348 ​ ​ ​ ​ ​ 340 ​ ​ ​ ​ ​ 8 ​ ​ ​ ​ ​ 2.4% ​ ​
Investment research and other expenses
​ ​ ​ ​ 299 ​ ​ ​ ​ ​ 560 ​ ​ ​ ​ ​ (261) ​ ​ ​ ​ ​ -46.6% ​ ​
Organizational expenses
​ ​ ​ ​ — ​ ​ ​ ​ ​ 61 ​ ​ ​ ​ ​ (61) ​ ​ ​ ​ ​ -100.0% ​ ​
Total expenses
​ ​ ​ ​ 12,896 ​ ​ ​ ​ ​ 9,871 ​ ​ ​ ​ ​ 3,025 ​ ​ ​ ​ ​ 30.6% ​ ​
Management fees waived
​ ​ ​ ​ (183) ​ ​ ​ ​ ​ (183) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -0.0% ​ ​
Net expenses
​ ​ ​ ​ 12,713 ​ ​ ​ ​ ​ 9,688 ​ ​ ​ ​ ​ 3,025 ​ ​ ​ ​ ​ 31.2% ​ ​
Net investment income
​ ​ ​ ​ 68,047 ​ ​ ​ ​ ​ 36,418 ​ ​ ​ ​ ​ 31,629 ​ ​ ​ ​ ​ 86.8% ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ (1,285) ​ ​ ​ ​ ​ 2,208 ​ ​ ​ ​ ​ (3,493) ​ ​ ​ ​ ​ -158.2% ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 45,010 ​ ​ ​ ​ ​ 3,587 ​ ​ ​ ​ ​ 41,423 ​ ​ ​ ​ ​ 1154.8% ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 43,725 ​ ​ ​ ​ ​ 5,795 ​ ​ ​ ​ ​ 37,930 ​ ​ ​ ​ ​ 654.5% ​ ​
Net increase in partners’ capital resulting from operations
​ ​ ​ $ 111,772 ​ ​ ​ ​ $ 42,213 ​ ​ ​ ​ $ 69,559 ​ ​ ​ ​ ​ 164.8% ​ ​
Investment Income
Income from royalty interests and notes increased by $34.7 million, or 75.2%, in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily due to increased income from the following investments: Vimpat, Movantik/Adynovate/Rebinyn (via Nektar) and Shingrix. Vimpat and Movantik/Adynovate/Rebinyn were acquired after March 31, 2020. Shingrix generated increased income as a result of strong performance of the product driven in part by increased wellness visits and continued growth in the United States, Europe and China.
Interest Expense
Interest expense increased by $1.7 million, or 139.5%, in the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily due to HealthCare Royalty Partners IV, L.P.’s acquisition of new investments and payments of management fees and partnership expenses made through increased borrowings made on the revolving credit facility. The outstanding balances on
 
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the revolving credit facility for the three months ended March 31, 2021 and March 31, 2020, were $493.0 million and $247.1 million, respectively.
Performance Fees
Performance fees increased by $1.5 million, or 142.7%, in the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily due to a net increase in partners’ capital resulting from operations from continued strong performance of Shingrix, as mentioned previously, and of Vimpat, which was acquired in 2020 and, as of March 31, 2021, was the largest asset in certain of the Legacy HCR Partnerships.
Investment Research and Other Expenses
Investment research and other expenses decreased by $0.3 million, or 46.6%, in the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily due to decreased due diligence related travel as a result of the COVID-19 global pandemic and related quarantines and lockdown mandates.
Organizational Expenses
Organizational expenses decreased by $0.06 million, or 100.0%, in the three months ended March 31, 2021 compared to the three months ended March 31, 2020. The decrease in Organizational expenses reflects the fact that HCR did not establish a new comingled fund in the three months ended March 31, 2021. In the three months ended March 31, 2020, HealthCare Royalty Partners Fund IV L.P. was paying ongoing expenses related to the fund being raised, resulting in Organizational expenses being incurred.
Net Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments increased by $41.4 million, or 1,154.8% in the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily related to an increase in the fair value of Giapreza.
For the Years Ended December 31, 2020 and 2019
The key developments impacting our Royalty Receipts and income from our royalty interests are discussed below.
•
Vimpat.   Our acquisition of Vimpat in August 2020 resulted in meaningful Royalty Receipts received by HCR in the third and fourth quarters, representing approximately 21% of 2020 Royalty Receipts.
​
•
Shingrix.   Shingrix sales met certain thresholds in 2019, triggering a milestone payment from GSK to Agenus, Inc. in the first and second quarters of 2020 from Royalty Receipts normally payable to HCR.
​
•
Lyrica.   Lyrica experienced a decrease in Royalty Receipts in 2020 following the expiration of the U.S. patent.
​
•
Trelegy Ellipta I.   Theravance Biopharma issued royalty notes in March 2020 serviced by royalties from Trelegy Ellipta. The proceeds from the royalty notes were used to repay and retire a previous note issuance also serviced by Trelegy Ellipta royalties. We held positions in the prior notes and also participated in the new issuance of notes.
​
•
Goofice.   Goofice’s 2019 sales performance resulted in a $4.4 million milestone payment to us in January 2020.
​
•
AndexXa.   Alexion acquired Portola, the marketer for AndexXa, in July 2020, resulting in a pay-off of the outstanding principal amount of our senior debt investment. We still retain a SYNTHETIC ROYALTY™ interest on AndexXa sales.
​
 
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•
Erivedge.   Our royalty note backed by Erivedge royalties was repaid and retired by Curis in March 2019.
​
The following table compares our historical results of operations for the years ended December 31, 2020 and 2019:
​ ​ ​
Combined Statements for Operations for Years
ended December 31
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
($ in thousands, except
percentages)
​ ​
2020
​ ​
2019
​ ​
Change
​
Investment income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty income
​ ​ ​ $ 166,467 ​ ​ ​ ​ $ 130,792 ​ ​ ​ ​ $ 35,675 ​ ​ ​
27.3%
​
Note interest
​ ​ ​ ​ 50,397 ​ ​ ​ ​ ​ 38,060 ​ ​ ​ ​ ​ 12,337 ​ ​ ​
32.4%
​
Paid-in-kind interest
​ ​ ​ ​ 11,953 ​ ​ ​ ​ ​ 8,399 ​ ​ ​ ​ ​ 3,554 ​ ​ ​
42.3%
​
Other Income
​ ​ ​ ​ 10 ​ ​ ​ ​ ​ 53 ​ ​ ​ ​ ​ (43) ​ ​ ​
(81.1)%
​
Total investment income
​ ​ ​ ​ 228,827 ​ ​ ​ ​ ​ 177,305 ​ ​ ​ ​ ​ 51,522 ​ ​ ​
29.1%
​
Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Management fees
​ ​ ​ ​ 26,666 ​ ​ ​ ​ ​ 20,538 ​ ​ ​ ​ ​ 6,128 ​ ​ ​
29.8%
​
Performance fees
​ ​ ​ ​ 8,531 ​ ​ ​ ​ ​ 4,267 ​ ​ ​ ​ ​ 4,264 ​ ​ ​
99.9%
​
Interest expense
​ ​ ​ ​ 7,294 ​ ​ ​ ​ ​ 1,219 ​ ​ ​ ​ ​ 6,075 ​ ​ ​
498.4%
​
Investment research and other expenses
​ ​ ​ ​ 1,767 ​ ​ ​ ​ ​ 2,146 ​ ​ ​ ​ ​ (379) ​ ​ ​
(17.7)%
​
Professional fees
​ ​ ​ ​ 1,632 ​ ​ ​ ​ ​ 1,308 ​ ​ ​ ​ ​ 324 ​ ​ ​
24.8%
​
Organizational expenses
​ ​ ​ ​ 119 ​ ​ ​ ​ ​ 692 ​ ​ ​ ​ ​ (573) ​ ​ ​
(82.8)%
​
Total expenses
​ ​ ​ ​ 46,010 ​ ​ ​ ​ ​ 30,170 ​ ​ ​ ​ ​ 15,840 ​ ​ ​
52.5%
​
Management fees waived
​ ​ ​ ​ (733) ​ ​ ​ ​ ​ (492) ​ ​ ​ ​ ​ (241) ​ ​ ​
49.0%
​
Net expenses
​ ​ ​ ​ 45,277 ​ ​ ​ ​ ​ 29,678 ​ ​ ​ ​ ​ 15,599 ​ ​ ​
52.6%
​
Net investment income
​ ​ ​ ​ 183,550 ​ ​ ​ ​ ​ 147,627 ​ ​ ​ ​ ​ 35,923 ​ ​ ​
24.3%
​
Net realized and unrealized
gain (loss) on investments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ 11,102 ​ ​ ​ ​ ​ (7,706) ​ ​ ​ ​ ​ 18,808 ​ ​ ​
NM
​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 58,599 ​ ​ ​ ​ ​ 32,631 ​ ​ ​ ​ ​ 25,968 ​ ​ ​
79.6%
​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 69,701 ​ ​ ​ ​ ​ 24,925 ​ ​ ​ ​ ​ 44,776 ​ ​ ​
179.6%
​
Net increase in partners’ capital resulting from operations
​ ​ ​ $ 253,252 ​ ​ ​ ​ $ 172,552 ​ ​ ​ ​ $ 80,700 ​ ​ ​
46.8%
​
Total investment income
Investment Income
Income from royalty interests and notes increased by $51.5 million, or 29.1%, in 2020 compared to 2019 primarily due to increased income from the following investments: Gocovri/Namzaric, Goofice, Vimpat and Trelegy Ellipta, the latter two of which were newly acquired in 2020. Goofice generated increased income as a result of strong performance of the product as well as from a milestone payment received by HCR relating to sales. Gocovri/Namzaric generated increased income as a result of the effects of paid-in-kind interest. The increase in income from royalty interests and notes were partially offset due to a significant decline in income related to Lyrica, which ceased making royalty payments from U.S. sales in 2020 due to expiration of the U.S. patent.
 
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Management Fees
Management fees increased by $6.1 million, or 29.8%, in 2020 compared to 2019, primarily due to HealthCare Royalty Partners IV, L.P. entering its investment period and beginning to charge management fees, effective October 1, 2019.
Performance Fees
Performance fees increased by $4.3 million, or 99.9%, in 2020 compared to 2019, primarily due to a net increase in partners’ capital resulting from operations from Vimpat, which was acquired in 2020 and, as of December 31, 2020, was the largest asset in certain of the Legacy HCR Partnerships.
Interest Expense
Interest expense increased by $6.1 million, or 498.3%, in 2020 compared to 2019, primarily due to HealthCare Royalty Partners IV, L.P.’s acquisition of new investments and payments of management fees and partnership expenses made through increased borrowings made on the revolving credit facility. The outstanding balances on the revolving credit facility for the years ended December 31, 2020 and 2019, were $493.0 million and $82.6 million, respectively.
Investment Research and Other Expenses
Investment research and other expenses decreased by $0.4 million, or 17.6%, in 2020 compared to 2019, primarily due to decreased due diligence related travel as a result of the COVID-19 global pandemic and related quarantines and lockdown mandates.
Professional Fees
Professional fees increased by $0.3 million, or 24.8%, in 2020 compared to 2019. This increase was driven by several new funds raised by HCR in 2020 that incurred administrative and audit fees.
Organizational Expenses
Organizational expenses decreased by $0.6 million, or 82.7%, in 2020 compared to 2019. The decrease in Organizational expenses reflects the fact that HCR did not establish a new comingled fund in 2020. In 2019, HealthCare Royalty Partners Fund IV L.P. was being raised, resulting in Organizational expenses being incurred.
Other Financial Measures and Non-GAAP Financial Measures
Our management reviews Royalty Receipts as a key indicator of the performance of our business and our liquidity. In addition to analyzing our results on a GAAP basis, management also reviews our results on a non-GAAP basis. Adjusted EBITDA and Adjusted Cash Flow are non-GAAP liquidity measures that are both most closely comparable to the GAAP measure, Net cash used in operating activities. We anticipate that Adjusted EBITDA will be important to our lenders and is calculated as Royalty Receipts less Payments for operating costs and professional services from the combined Statements of Cash Flows. Adjusted Cash Flow is defined as Adjusted EBITDA less Interest paid from the combined Statements of Cash Flows.
Management uses Adjusted Cash Flow as a key liquidity measure in the evaluation of our ability to generate cash from operations. We believe this measure helps assess the strength of the Company and the performance of the business. Management also uses Adjusted Cash Flow to compare our performance against non-GAAP financial measures used by companies in the biopharmaceutical industry. We anticipate that Adjusted EBITDA will be used by our potential lenders to assess our ability to meet our financial covenants.
 
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The table below includes Royalty Receipts and our non-GAAP financial measures for the three months ended March 31, 2021 and March 31, 2020 as well as the year-over-year variance. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.
​ ​ ​
Three months ended March 31
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
($ in thousands)
​ ​
2021
​ ​
2020
​ ​
Change
​
Royalty Receipts
​ ​ ​ $ 151,496 ​ ​ ​ ​ $ 87,715 ​ ​ ​ ​ $ 63,781 ​ ​ ​ ​ ​ 72.7% ​ ​
Total Royalty Receipts
​ ​ ​ $ 151,496 ​ ​ ​ ​ $ 87,715 ​ ​ ​ ​ $ 63,781 ​ ​ ​ ​ ​ 72.7% ​ ​
Payments for operating costs and professional services
​ ​ ​ ​ (10,416) ​ ​ ​ ​ ​ (11,639) ​ ​ ​ ​ ​ 1,223 ​ ​ ​ ​ ​ -10.5% ​ ​
Adjusted EBITDA (non-GAAP)
​ ​ ​ $ 141,080 ​ ​ ​ ​ $ 76,076 ​ ​ ​ ​ $ 65,004 ​ ​ ​ ​ ​ 85.4% ​ ​
Interest Paid
​ ​ ​ ​ (2,904) ​ ​ ​ ​ ​ (763) ​ ​ ​ ​ ​ (2,141) ​ ​ ​ ​ ​ 280.5% ​ ​
Adjusted Cash Flow (non-GAAP)
​ ​ ​ $ 138,176 ​ ​ ​ ​ $ 75,313 ​ ​ ​ ​ $ 62,863 ​ ​ ​ ​ ​ 83.5% ​ ​
Royalty Receipts
Royalty Receipts increased by $63.8 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily as a result of changes in Royalty Receipts related to the following investments.
•
Vimpat — Royalty Receipts from our new $307.7 million investment in Vimpat in 2020 accounted for $47.6 million of the increase in the three months ended March 31, 2021 compared to the three months ended March 31, 2020.
​
•
Relistor — Royalty Receipts from Relistor increased by $31.2 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020, driven by Lantheus Holdings, Inc. completing its acquisition of Progenics Pharmaceuticals, Inc. in June 2020. In March 2021 Lantheus provided notice of their intent to payoff the debt and did so on March 31, 2021.
​
•
Shingrix — Royalty Receipts from Shingrix increased by $16.2 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020. Shingrix did not generate any Royalty Receipts for the three months ended March 31, 2020.
​
•
Trelegy Ellipta — Royalty Receipts from Trelegy Ellipta decreased by $42.9 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020. The Trelegy Ellipta 2018 bonds were repaid in full during the three months ended March 31, 2020. The Trelegy Ellipta 2020 bonds received a scheduled interest and partial principal payment during the three months ended March 31, 2021.
​
Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $65.0 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 also as a result of the factors noted above in “— Royalty Receipts”. Payments for operating costs and professional services, the only adjustment between Royalty Receipts and Adjusted EBITDA, decreased in the three months ended Marched 31, 2021 as a result of lower management fees paid due to the end of the investment period of HealthCare Royalty Partners III, L.P. as mentioned previously in Results of Operations.
Adjusted Cash Flow (Non-GAAP)
Adjusted Cash Flow increased by $62.9 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily for the same reasons noted above “— Royalty Receipts” and “Adjusted EBITDA (Non-GAAP)”. Interest paid, the only adjustment between
 
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Adjusted EBITDA and Adjusted Cash Flow, increased in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 due to an increase in the average balance outstanding on the revolving credit facility utilized by HealthCare Royalty Partners IV, L.P.
The table below includes Royalty Receipts and our non-GAAP financial measures for the years ended December 31, 2020 and 2019 as well as the year-over-year variance. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.
​ ​ ​
Years ended December 31
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
($ in thousands, except percentages)
​ ​
2020
​ ​
2019
​ ​
Change
​
Royalty Receipts
​ ​ ​ $ 405,081 ​ ​ ​ ​ $ 252,952 ​ ​ ​ ​ $ 152,129 ​ ​ ​
60.1%
​
Total Royalty Receipts
​ ​ ​ $ 405,081 ​ ​ ​ ​ $ 252,952 ​ ​ ​ ​ $ 152,129 ​ ​ ​
60.1%
​
Payments for operating costs and professional services
​ ​ ​ ​ (34,485) ​ ​ ​ ​ ​ (28,478) ​ ​ ​ ​ ​ (6,007) ​ ​ ​
21.1%
​
Adjusted EBITDA (non-GAAP)
​ ​ ​ $ 370,596 ​ ​ ​ ​ $ 224,474 ​ ​ ​ ​ $ 146,122 ​ ​ ​
65.1%
​
Interest Paid
​ ​ ​ ​ (6,456) ​ ​ ​ ​ ​ (1,073) ​ ​ ​ ​ ​ (5,383) ​ ​ ​
501.7%
​
Adjusted Cash Flow (non-GAAP)
​ ​ ​ $ 364,140 ​ ​ ​ ​ $ 223,401 ​ ​ ​ ​ $ 140,739 ​ ​ ​
63.0%
​
Royalty Receipts
Royalty Receipts increased by $152.1 million in 2020 compared to 2019 primarily as a result of changes in Royalty Receipts related to the following investments.
•
Vimpat — Royalty Receipts from our new $307.7 million investment in Vimpat in 2020 accounted for $86.9 million of the increase in 2020 compared to 2019.
​
•
AndexXa — Royalty Receipts from AndexXa increased by $72.8 million in 2020 compared to 2019, driven by Alexion Pharmaceuticals’ acquisition of Portola Pharmaceuticals on July 2, 2020 for $1.4 billion ($18 per share), a 132% premium to Portola’s share price at the time of announcement. The acquisition resulted in the repayment of HCR’s $62.5 million senior debt.
​
•
Trelegy Ellipta — Royalty Receipts from Trelegy Ellipta increased by $52.2 million in 2020 compared to 2019. This increase was driven by Theravance’s upsized offering of Trelegy-backed royalty notes in March 2020 and the use of a portion of the proceeds to pay off the existing note.
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•
Lyrica — Royalty Receipts from Lyrica decreased by $43.6 million in 2020 compared to 2019. This decrease was driven by the expiration of the U.S. patent.
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Adjusted EBITDA (Non-GAAP)
Adjusted EBITDA increased by $146.1 million in 2020 compared to 2019 also as a result of the factors noted above in “— Royalty Receipts”. Payments for operating costs and professional services, the only adjustment between Royalty Receipts and Adjusted EBITDA, increased in 2020 as a result of higher management fees paid due to HealthCare Royalty Partners IV, L.P. having a full year of operations in 2020 compared to only three months in 2019.
Adjusted Cash Flow (Non-GAAP)
Adjusted Cash Flow increased by $140.7 million in 2020 compared to 2019 primarily for the same reasons noted above “— Royalty Receipts” and “Adjusted EBITDA (Non-GAAP)”. Interest paid, the only adjustment between Adjusted EBITDA and Adjusted Cash Flow, increased in 2020 compared to 2019 due to an increase in the average balance outstanding on the revolving credit facility utilized by HealthCare Royalty Partners IV, L.P.
 
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Recent Acquisition Activity Overview
Members of our team have more than an aggregate of 500 years of relevant healthcare experience. Since 2001, members of our senior team have executed on 90 Royalty-Related Transactions comprising 93 products. We have grown from $249 million deployed in 2014 to $1 billion deployed in 2020, reflecting a compound annual growth rate of 27%. As we have grown, we have continued to refine and hone our process, methodically expanding our team’s capabilities and geographic presence to facilitate our pace of growth. Through our planned expansion, we have maintained a consistent process based on a high level of rigor and selectivity when evaluating Royalty-Related Transactions.
Beginning in 2014, we implemented a thoughtful expansion of our business, including the addition of regional offices, insourcing of scientific and medical expertise, expansion of our Senior Advisors, and an accelerated pace of capital raised and deployed. These initiatives, including general infrastructure and corporate structuring, has resulted in future scalable growth and enabled the deployment of approximately $3.2 billion in capital over the last seven years. While annual deployment may be uneven from year to year due to the unpredictable timing of new Royalty-Related Transaction opportunities, we have consistently deployed significant amounts of capital when measured over multi-year periods.
Our current portfolio consists of thoughtfully curated exposure to emerging biopharmaceutical companies with innovative modalities across therapeutic categories. Included below is a description of Royalty-Related Transactions made in 2019, 2020 and the six months ended June 30, 2021.
Summary of Recent Royalty-Related Transaction Activity
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In June 2021, we entered into a SYNTHETIC ROYALTY™ financing with Karyopharm, for up to $100 million on their lead product, Xpovio, a first-in-class oral therapy currently marketed in the U.S. for the treatment of patients with heavily pretreated multiple myeloma. $60 million was funded at closing, with two additional $20 million tranches contingent on certain sales and indication expansion thresholds.
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•
In June 2021, we acquired royalties on Botox, specifically for use to prevent headaches in patients with chronic migraine, for an upfront payment of $40 million.
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•
In March 2021, we acquired royalties on Ruxience, the second-to-market biosimilar for Rituxan, an oncology product for the treatment of patients with non-Hodgkins lymphoma, from Aptevo Therapeutics Inc. for up to $67.5 million. $35 million was funded at closing with the remaining $32.5 million subject to sales milestones from 2021 through 2023.
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In February 2021, we acquired additional royalties on Krystexxa, a product used to treat chronic gout from a co-inventor.
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In February 2021, we acquired royalties on Vafseo, an oral treatment for anemia in chronic kidney disease from Akebia Therapeutics for up to $60 million. $45 million was funded at closing with the remaining $15 million subject to sales milestones from 2021 through 2023.
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In December 2020, we acquired royalties on Zolgensma, an approved gene therapy for children less than 2 years old with spinal muscular atrophy, from RegenxBio for $200 million.
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•
In December 2020, we acquired royalties on Movantik, an approved product for opioid-induced constipation, Adynovate and Esperocet, both recombinant coagulation Factor VIII treatments for Hemophilia A, and Rebinyn, a recombinant coagulation Factor IX treatment for Hemophilia B, from Nektar Therapeutics for $150 million.
​
•
In August 2020, we acquired royalties on Vimpat, an approved treatment for epilepsy, from an inventor for an upfront payment of $308 million.
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•
In June 2020, we acquired residual royalties on Goofice, an approved product for constipation, from Albireo Pharma for $15 million. We made an initial purchase of Goofice royalties in December 2017 for $45 million, which provided us with royalties up to 1.75x our purchase price. Our purchase in June 2020 provides us with all available royalties above the original 1.75x cap.
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•
In April 2020, we entered into a SYNTHETIC ROYALTY™ financing with Chiasma, for up to $75 million on their lead product Mycappsa, an oral therapy for acromegaly, a rare, serious chronic disease causing the release of excessive growth hormone in adults. HCR funded the first tranche of $25 million in April 2020 prior to Mycappsa’s approval, $25 million in July 2020 upon FDA approval and $15 million in September 2020 upon the product’s launch. A final $10 million tranche is subject to certain sales levels being met by the end of 2021.
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•
In February 2020, we acquired $200 million in royalty notes issued by Theravance Biopharma that are serviced from royalties on Trelegy Ellipta, a novel triple-combination oral inhaler therapy used to treat chronic obstructive pulmonary disease and asthma.
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•
In February 2020, we entered into a term loan agreement with RedHill Biopharma for up to $100 million, of which $80 million was funded upfront. In addition to fixed interest of LIBOR + 8.20%, we purchased royalties on all of RedHill’s products (Movantik, Talicia, Aemcolo), of which Movantik, an approved product for opioid-induced constipation, is the most substantial.
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•
In September 2019, we entered into a SYNTHETIC ROYALTY™ financing with Karyopharm Therapeutics for up to $150 million on their lead product Xpovio, a first-in-class oral therapy currently marketed in the U.S. for the treatment of patients with heavily pretreated multiple myeloma. $75 million was funded upfront with the remaining $75 million subject to our and Karyopharm’s mutual election and the achievement of certain sales and indication expansion thresholds.
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•
In September 2019, we acquired royalties on Kryxtexxa, an approved therapy for the treatment of chronic gout, from a co-inventor.
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In April 2019, we acquired royalties and potential milestones on Sunosi, an approved therapy for the treatment of excessive sleepiness in adult patients with narcolepsy or obstructive sleep apnea for $100 million.
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In March 2019, we acquired royalties on Copiktra, an approved therapy for the treatment of chronic lymphocytic lymphoma (“CLL”) and small lymphocytic lymphoma (“SLL”) from Infinity Pharmaceuticals for up to $50 million. $30 million was funded at closing with the remaining $20 million subject to sales milestones in 2019 and 2020, which have since expired unfunded.
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•
In March 2019, we entered into a term loan agreement with Portola Pharmaceuticals for $62.5 million of which $31.25 million was funded upfront. The remaining $31.25 million was funded in September 2019 following the achievement of certain sales and regulatory milestones. This investment was exited in July 2020, following Alexion’s acquisition of Portola.
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•
In February 2019, we acquired $32.5 million in royalty notes issued by Paratek Pharmaceuticals that are serviced from royalties on Seysara, the only oral antibiotic designed specifically for acne patients.
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In January 2019, we entered into a $75 million term loan agreement with Coherus Biosciences.
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Our aggregate returns historically in the biopharmaceutical sector have been in the mid-teens on a gross basis. However, although we have not done so in the past six years, in the past, we have invested in a limited number of assets outside of our core focus, which in the aggregate have generated negative returns. These non-core assets were all either medical technology, diagnostics or equity investments.
Liquidity and Capital Resources
Overview
Prior to this offering, our primary source of liquidity has been contributions from limited partners. For the three months ended March 31, 2021 and March 31, 2020, the limited partners contributed $139.0 million and $119.5 million, respectively. For the years ended December 31, 2020 and 2019, the limited partners contributed $555.9 million and $385.1 million, respectively. Following this offering, we
 
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believe that our primary source of liquidity will be cash provided by operations. We believe that the capital resources available to us following this offering and our Royalty Receipts will allow us to meet our operating and working capital requirements, to fund Royalty-Related Transactions and to meet potential debt service obligations for the foreseeable future. Our primary cash operating expenses following this offering, will include interest expense, our Operating and Personnel Payments, and legal and professional fees.
Following this offering, we expect to have access to substantial sources of funds from numerous banks worldwide, and we may, from time to time, seek additional capital through a combination of additional debt or equity financings. Our ability to satisfy our working capital needs and potential debt service and other obligations, and to comply with potential financial covenants under our financing agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control.
We have historically funded our acquisitions through contributions from limited partners and debt. Our low operating costs coupled with a lack of capital expenditures have contributed to our strong financial profile, resulting in high conversion of our Royalty Receipts to Adjusted Cash Flow. Following this offering, we expect to fund current and planned operating costs (excluding acquisitions) principally through our cash flow from operations and our acquisition program through cash flow and issuances of equity and debt.
As of March 31, 2021 and December 31, 2020, we had an outstanding balance of $493.0 million on our existing revolving credit facility. HealthCare Royalty Partners IV, L.P. called capital from its limited partners and paid off the revolving credit facility balance in full on June 28, 2021.
Cash flows
The following table summarizes our cash flow activities:
​ ​ ​
Three Months Ended March
​ ​
Years Ended December 31,
​
($ in thousands)
​ ​
2021
​ ​
2020
​ ​
2020
​ ​
2019
​
Cash provided by (used in): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Operating activities
​ ​ ​ $ 5,676 ​ ​ ​ ​ $ (204,688) ​ ​ ​ ​ $ (649,540) ​ ​ ​ ​ $ (174,248) ​ ​
Financing activities
​ ​ ​ ​ 47,220 ​ ​ ​ ​ ​ 204,511 ​ ​ ​ ​ ​ 651,128 ​ ​ ​ ​ ​ 174,020 ​ ​
Analysis of Cash Flow Changes between the Three Months Ended March 31, 2021 and 2020 and the Years Ended December 31, 2020 and 2019
Operating activities
Cash provided by operating activities increased by $210.4 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily as a result of lower acquisition amounts for of Ruxience, Krystexxa and Vafseo when compared to the acquisitions made in the three months ended March 31, 2020. In addition, the increase was also a result of an increase in Royalty Receipts from Vimpat, Relistor and Shingrix as previously mentioned in Other Financial Measures and Non-GAAP Financial Measures.
Cash used in operating activities increased by $475.3 million during the year ended 2020 compared to the year ended 2019, primarily as a result of increased deployment, including the acquisitions of Vimpat, Trelegy Ellipta and Zolgensma, partially offset by an increase in Royalty Receipts from Vimpat of $86.9 million and the repayment of outstanding indebtedness by Portola and Theravance Biopharma.
Financing activities
Cash provided by financing activities decreased by $157.3 million in the three months ended March 31, 2021 compared to the three months ended March 31, 2020, primarily as a result of the revolving credit facility reaching its maximum commitment in 2020.
 
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Cash provided by financing activities increased by $477.1 million during the year ended 2020 compared to the year ended 2019, primarily as a result of increased capital contributions from limited partners of $173.6 million and borrowings of $354.1 million under the revolving credit facility used to fund the acquisition of new royalty interests and notes, including those for Vimpat, Trelegy Ellipta and Zolgensma.
Sources of Capital
As of March 31, 2021 and December 31, 2020, our cash and cash equivalents totaled $64.6 million and $11.7 million, respectively. Following this offering, we intend to fund short-term and long-term financial obligations as they mature through cash and cash equivalents, future cash flows from operations or the issuance of additional equity and debt. Our ability to generate cash flows from operations, issue equity and debt or enter into financing arrangements on acceptable terms could be adversely affected if there is a material decline in the sales of the underlying pharmaceutical products in which we hold royalties, deterioration in our key financial ratios or credit ratings, or other material unfavorable changes in business conditions. Following this offering, we believe that we will have sufficient financial flexibility to issue equity and debt, enter into other financing arrangements and attract long-term capital on acceptable terms to support our growth objectives.
Borrowings
On April 19, 2019, HealthCare Royalty Partners IV, L.P. entered into a revolving credit facility by and among HealthCare Royalty Partners IV, L.P. as Borrower, HealthCare Royalty Partners GP IV, LLC as Borrower’s General Partner, Citibank, N.A. as the Administrative Agent, Sole Lead Arranger and Book Manager, and the banks and financial institutions from time to time party thereto as Lenders (the “revolving credit facility”), which allowed HealthCare Royalty Partners IV, L.P. to borrow up to $250 million subject to certain borrowing base limitations, subject to bank approval. On March 23, 2020 and on July 20, 2020, HealthCare Royalty Partners IV, L.P. and the Lenders agreed to increase the size of the revolving credit facility by $100 million and $143 million, respectively, bringing the maximum amount available to be borrowed to $493 million. Prior to the increase on July 20, 2020, borrowings under the revolving credit facility bore daily interest at a rate equal to LIBOR plus 1.45%. After the increase on July 20, 2020, borrowings under the revolving credit facility bear daily interest at a rate equal to LIBOR plus 2.00%. Under the terms of the revolving credit facility, the unfunded capital commitments of HealthCare Royalty Partners IV, L.P. are pledged as collateral. The revolving credit facility matures on April 19, 2022. HCR has issued a capital call to the investors in the Legacy HCR Partnerships. HealthCare Royalty Partners IV, L.P. called capital from its limited partners and paid off the revolving credit facility balance in full on June 28th, 2021.
Uses of Capital
Acquisitions of royalty interests and notes
We acquire product royalty interests and make loans in a variety of ways that can be tailored to the needs of our partners. Please refer to the Business Overview for details regarding our structure types.
Distributions
For the three months ended March 31, 2021 and 2020 we made distributions of $93.1 million and $80.1 million, respectively. For the years ended December 31, 2020 and 2019 we made distributions of $318.9 million and $238.1 million, respectively. See “Dividend Policy” for a description of our dividend policy following this offering.
Debt service
Following this offering, we anticipate having debt service requirements relating to any future debt agreements.
 
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Commitments, Contingencies and Guarantees
Certain acquisition agreements provide for future contingent payments to the seller based on the financial performance of the related pharmaceutical product generally over a multi-year period. Payments under these agreements generally become due and payable upon achievement of certain development, regulatory or commercial milestones. For example, the acquisition of both our RedHill and Infinity royalties included contingent purchase price payments based on timing of certain sales thresholds of the underlying products. Amounts related to these contingent milestone payments are not considered contractual obligations as they are contingent on the successful completion of certain commercial milestones.
The table below summarizes our contractual obligations at December 31, 2020 and the effect that such obligations are expected to have on our liquidity and cash flows in future periods.
​ ​ ​
Payments due by period
​ ​ ​
(in thousands)
​ ​
Total
​ ​
Less than
1 year
​ ​
1-3 years
​ ​
3-5 years
​ ​
More than
5 years
​
Long-term debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Existing credit facility scheduled principal payments(1)
​ ​ ​ $ 493,000 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 493,000 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
Scheduled interest payments(2)
​ ​ ​ ​ 13,772 ​ ​ ​ ​ ​ 10,444 ​ ​ ​ ​ ​ 3,328 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total ​ ​ ​ $ 506,772 ​ ​ ​ ​ $ 10,444 ​ ​ ​ ​ $ 496,328 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
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(1)
The stated maturity date of the existing credit facility is April 19, 2022.
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(2)
Interest payments are subject to change as interest rates are variable.
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Other off-balance sheet arrangements
We do not have relationships with structured finance or special purpose entities that were established to facilitate off-balance sheet arrangements. Therefore, we are not exposed to any financing, liquidity, market or credit risk that may arise if we had engaged in such relationships.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in accordance with GAAP in the United States requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Certain of these policies are considered critical as they have the most significant impact on the Company’s financial condition and results of operations and require the most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The results of these evaluations forms the basis for making judgments about the fair values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
As an investment company, our most critical accounting policies relate to our determination of fair value. The preparation of our combined financial statements in this manner requires the use of estimates and assumptions that affect the reported amounts and disclosures in the combined financial statements and accompanying notes. The most significant judgments and estimates applied by management are associated with the determination of fair value, including management’s judgment in forecasting the expected future cash flows of the underlying royalties and notes, the expected duration of the royalty interest and the discount rate used to determine net present value under a discounted cash flow methodology.
Under the New Methodology, we anticipate that our most critical accounting policies will relate to our royalties, notes and the significant judgments and estimates applied by management associated
 
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with the initial and subsequent measurement of our royalties and notes. The application of the prospective approach to measure income from our royalty interests and notes will require management’s judgment in forecasting the expected future cash flows. These estimates and judgments will arise because of the inherent uncertainty in predicting future events. Income and provision recognition from royalties and notes will be impacted by management’s assumptions around (i) product growth rates and sales trends in outer years, (ii) product and pricing mix for franchised products, (iii) the strength of patent protection, including anticipated entry of generics, and (iv) estimates of the duration of the royalty.
Under the discounted cash flow methodology as well as under the New Methodology, the projected duration is important for purposes of accurately measuring interest income over the life of a royalty or note. In making assumptions around the projected duration for terms that are not contractually fixed, management considers the strength of existing patent protection, expected entry of generics, geographical exclusivity periods and potential patent term extensions tied to the underlying product. Royalty durations can expire earlier or later than anticipated due to unforeseen positive or negative developments over time, including with respect to the granting of patents and patent term extensions, the invalidation of patents, litigation between the party controlling the patents and third party challengers of the patents, the ability of third parties to design around or circumvent valid patents, the granting of regulatory exclusivity period or extensions, timing for the arrival of generic or biosimilar competitor products, changes to legal or regulatory regimes affecting intellectual property rights or the regulation of pharmaceutical products, product life cycles, and industry consolidations.
Under the New Methodology, a shortened royalty term can result in a reduction in the effective interest rate, a decline in income from royalty interest and notes, reductions in royalty payments compared to expectations or a permanent impairment. Changes in forecasts will directly impact future interest income and recognition of any provision for income or expense in the same manner.
Recent Accounting Pronouncements
See Note 2 to our combined financial statements for additional information on recently issued accounting standards.
Quantitative and Qualitative Disclosures about Market Risk
Due to the nature of HCR’s objective, as discussed in Note 1 to our combined financial statements included elsewhere in this prospectus, our portfolio consists of illiquid investments having a greater amount of both market and credit risk than more liquid investments. These investments may have restrictions on resale and may not be able to be immediately liquidated if needed. The fair values assigned to these investments may differ significantly from the fair values that would have been used had a broader market for the investments existed.
Market Risk
We are subject to certain risks which may affect our results of operations, cash flows and fair values of assets and liabilities, including volatility in foreign currency exchange rates and interest rate movements. We anticipate our primary exposure to market risk to be interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because we anticipate our cash equivalents to primarily be held in short-term money market funds. Although we do not have any interest rate swaps or foreign currency forward contracts in place, it is possible that we may manage the impact of foreign currency exchange rate and interest rate risk through various financial instruments, and derivative instruments. We anticipate possibly using derivatives strategically to hedge any interest rate exposure and to minimize volatility in cash flow and earnings arising from potential exposure to foreign currency risk. We do not anticipate entering into derivative instruments for trading or speculative purposes. We anticipate the counterparties to these contracts to all be major financial institutions.
Foreign Currency Exchange Risk
Because we are entitled to royalties on worldwide sales for various products, there is an underlying exposure to foreign currency as the marketer converts payment amounts from local currencies to U.S.
 
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dollars using a quarterly average exchange rate. Therefore, cash received may differ from the estimated receivable based on fluctuations in currency. In addition, certain products pay royalties in currencies other than U.S. dollars, which also creates foreign currency risk primarily with respect to the Euro and Japanese Yen, as our functional and reporting currency is the U.S. dollar. To manage foreign currency exchange risk, we may periodically utilize non-deliverable forward exchange contracts. We currently do not have any foreign exchange contracts in place.
Interest Rate Risk
We are subject to interest rate fluctuation exposure through our borrowings under our Revolving Credit Facility as described in “— Borrowings”. In addition, it is expected that LIBOR will be phased out by the end of 2021. The Alternative Reference Rates Committee of the Federal Reserve Board has identified the Secured Overnight Financing Rate (“SOFR”) as the preferred alternative to LIBOR. As this offering is anticipated to occur before the phase out, we do not anticipate any risk regarding our Revolving Credit Facility. In addition, it is possible that any new agreements put in place prior to, or in connection with, this offering could utilize the SOFR. We do not have any interest rate swaps or derivatives hedging our debt.
Credit and Counterparty Risk
We have credit risks that are generally related to the counterparties with which we do business. We are subject to credit risk from our royalty interests, notes and our receivables. The majority of our royalty interests, notes and receivables arise from contractual agreements that pay royalties on the sales of underlying pharmaceutical products in the United States, Europe, Japan and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The products in which we hold royalties are marketed by leading biopharmaceutical industry participants, including, among others, AbbVie, Alexion, GlaxoSmithKline, Novartis, Pfizer and UCB. The individual marketers making up the largest balance of our current portion of royalty interests and notes, were UCB as of March 31, 2021 and GSK as of December 31, 2020, accounting for 31% and 24%, respectively. Refer to “— Understanding Our Results of Operations” for a discussion of the marketers or royalty payors accounting for greater than 10% of our total investment income for the three months ended March 31, 2021 and 2020 and for the years ended December 31, 2020 and 2019.
We monitor the financial performance and creditworthiness of the counterparties to our agreements so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant losses with respect to the collection of income or revenue on our royalty interests or notes.
 
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BUSINESS
Overview
We are the leading mid-market royalty acquisition company, based upon the number of transactions and aggregate value of capital deployed since 2016. We focus on growth assets and emerging companies driving innovation in the biopharmaceutical industry. We consider “mid-market” to comprise royalty acquisitions for transaction sizes between $20 million and $250 million. Our founders have been pioneers in the healthcare royalty and debt financing markets since 2001 and formed HCR in 2006 to build on their leadership in collaborating with inventors, academic institutions, small and mid-cap biotechnology companies and leading global pharmaceutical companies. Our in-house scientific, regulatory and transactional capabilities differentiate us from other industry participants and are the basis for our reputation among potential partners as knowledgeable, creative, and able to solve complex and potentially significant financing needs. Our senior team’s acquisition and financing approach, which has been honed over two decades to be both scalable and repeatable, has resulted in a long history of acquiring interests in both pre-approval and approved innovative therapies targeting large unmet or underserved medical needs. We have purposefully built a diverse portfolio across the therapeutic spectrum, including blockbuster assets such as Shingrix, innovative growth products such as Krystexxa, and recently launched products such as Xpovio. We believe that our (i) proprietary internal research and regulatory capabilities, (ii) mid-market focus, (iii) structuring flexibility, (iv) refined process designed to enable repeatable results and (v) regional sourcing model enable us to participate in the compounding growth seen in the biopharmaceutical sector and cement our leadership position.
Our mission is to facilitate innovation by deploying capital consistently and reliably in products that serve unmet or underserved medical needs. We intend to achieve this mission by expanding our portfolio of approved and pre-approval products using cash flow generated by our existing portfolio as well as capital raised in the public equity market and debt raised in the public and private markets. Our process for evaluating acquisition and financing opportunities has been optimized through decades of experience and is designed to efficiently assess opportunities, identify risks and establish appropriate Royalty-Related Transaction structures. Although each Royalty-Related Transaction is different, the approach for internal vetting remains consistent to ensure each opportunity fits our overall asset selection criteria and appropriately balances risk and reward. In addition, our ongoing active portfolio management serves as a feedback loop designed to ensure our screening is resulting in the performance and asset exposure we desire. At the core of our time-tested process is a culture of transparency and dissent as well as an efficient and rigorous diligence process focused on asset quality, scientific and clinical differentiation, commercial profile and intellectual property position. We believe our existing portfolio, strong cash flow and differentiated approach will position us well to execute on our mission.
From 2006 through June 30, 2021, we have deployed approximately $4.7 billion across 76 Royalty-Related Transactions involving 79 products. In addition, prior to 2006, our founders deployed approximately $532 million across 14 Royalty-Related Transactions involving 14 products. Our portfolio today provides curated exposure to a wide range of medically necessary products across therapeutic categories. As of June 30, 2021, our portfolio consists of 35 products that span the therapeutic spectrum, including neurology, gastroenterology, vaccines and anti-infectives, oncology, hematology and rare genetic disorders. In 2020, products in our current portfolio generated approximately $12 billion of sales, and we generated Royalty Receipts of approximately $405 million, compared to Royalty Receipts of approximately $253 million in 2019. For the three months ended March 31, 2021, products in our current portfolio generated approximately $151 million in Royalty Receipts, compared to Royalty Receipts of approximately $88 million in the three months ended March 31, 2020. When we refer to the “Royalty Receipts” generated by our portfolio, we are referring to the summation of the following line items from our Statement of Cash Flows in our historical combined financial statements included elsewhere in this prospectus: (i) Cash collections from royalty interests, (ii) Cash collections from notes and (iii) Proceeds from sale of investments. The growth in Royalty Receipts was primarily through the acquisition of new products (92% of such growth), with the remainder of such growth resulting from increased Royalty Receipts from pre-existing products. Over the past three fiscal years (2018-2020) the growth in Royalty Receipts was split almost evenly between existing products (49%) and new acquisitions (51%). In the three months ended March 31, 2021, we generated Adjusted EBITDA of approximately $141
 
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million, compared to Adjusted EBITDA of approximately $76 million in the three months ended March 31, 2020. Adjusted EBITDA is calculated as Royalty Receipts less Payments for operating costs and professional services from the combined Statements of Cash Flows. For the three months ended March 31, 2021, net cash provided by operating activities was approximately $5.7 million, compared to net cash used in operating activities of approximately $204.7 million in the three months ended March 31, 2020. In the three months ended March 31, 2021, we generated Adjusted Cash Flow of approximately $138 million, compared to Adjusted Cash Flow of approximately $75 million in the three months ended March 31, 2020. Adjusted Cash Flow is defined as Adjusted EBITDA less Interest paid from the combined Statements of Cash Flows. In 2020, net cash used in operating activities was approximately $649.5 million, compared to net cash used in operating activities of approximately $174.2 million in 2019. In 2020, we generated Adjusted EBITDA of approximately $371 million, compared to Adjusted EBITDA of approximately $224 million in 2019, and Adjusted Cash Flow of approximately $364 million in 2020, compared to Adjusted Cash Flow of approximately $223 million in 2019. Over the past three fiscal years during the period ended December 31, 2020, we grew our Royalty Receipts, Adjusted EBITDA and Adjusted Cash Flow at compound annual growth rates of 50%, 53% and 52%, respectively.
Beginning in 2014, we implemented a thoughtful expansion and institutionalization of our business. Our expansion included significant investment in the build out our regional offices, the in-sourcing of scientific and regulatory expertise, and adding industry veterans to our team of Senior Advisors. During this period, we put in place a well-defined acquisition and financing strategy, as well as an acquisition process that ensured all Royalty-Related Transactions go through the same rigorous, well-defined approval framework. These acquisition and process improvements allowed for an accelerated pace of deployment, averaging more than $500 million annually over the past five years, and growing to $1 billion deployed in 2020. We also believe that the acquisition and process improvements have established a strong foundation for future growth.
We currently have dedicated personnel in Boston, London, the New York metro area, and San Francisco — the key biopharmaceutical centers globally. Over 90% of U.S. biopharmaceutical IPOs from 2016 to March 31, 2021 (excluding offering size less than $50 million and U.S. IPOs of foreign issuers) and 95% of the top 20 large-cap pharmaceutical companies by net sales either are headquartered or have offices in our current regional coverage areas. Our regional sourcing strategy enables us to develop and maintain direct relationships with emerging biopharmaceutical companies and other constituents involved in the biopharmaceutical ecosystem.
The biopharmaceutical industry has experienced explosive growth and rapid innovation over the last several years fueled by dramatic acceleration in medical research. In 2019, an estimated $186 billion was invested in research and development and this amount is expected to increase to $233 billion by 2026, according to Evaluate Pharma. At the same time, the increasing cost of drug development has created a significant capital need for industry innovators. The dramatic acceleration of medical research in recent years has led to a better understanding of the molecular origins of disease and identification of potential targets for therapeutic intervention. In addition, global prescription pharmaceutical sales are projected to grow from approximately $965 billion in 2021 to approximately $1.2 trillion in 2024. On a broader scale, global and secular trends, including population growth, increasing life expectancy and growth of the middle classes in emerging markets are also contributing factors to the growth of the biopharmaceutical industry. The significant pace of biopharmaceutical innovation, the proliferation of new biotechnology companies and the increasing cost of drug development have created a significant need for capital over recent years that we believe will continue in the future and will provide a sustainable tailwind for our business.
Royalties play a fundamental and growing role in the biopharmaceutical industry. The increasing complexity and cost of drug development today typically involves a number of industry participants, resulting in an increased pipeline of royalties. Academia and other research institutions conduct basic research and license new technologies to industry for further development. Biotechnology companies typically in-license these new technologies or develop new technologies themselves, add value through applied research and early-stage clinical development, and then either out-license the resulting development-stage product candidates to large biopharmaceutical companies for late-stage clinical
 
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development and commercialization, or commercialize the products themselves. The persistent funding needs of royalty holders, primarily emerging biopharmaceutical companies, has led to a robust royalty acquisition and related debt financing market that we estimate reached a record $9.5 billion in 2020. Given our leadership position within the mid-market royalty acquisition sector, we are able to capitalize on the growing volumes of royalties that are created as new therapies are developed to address unmet or underserved medical needs. Our focus on mid-market transactions also fits the quantum of capital emerging biopharmaceutical companies are often seeking.
Our acquisition and financing approach and structures enable us to capture many of the most attractive characteristics of biopharmaceutical innovation, including high barriers to entry, long protected product life cycles and noncyclical revenues. Importantly, we are able to realize these benefits with substantially reduced or diversified exposure to many common industry challenges such as early stage development risk, therapeutic area constraints, high research and development expense, and high fixed manufacturing and marketing costs. We can acquire royalties or other interests in the most attractive therapies across the biopharmaceutical industry. We also expect to realize further growth through our continued partnering in the pre-approval space where we have found success selecting assets that we believe are likely to achieve approval and commercial launch. Although our partners tend to be emerging biopharmaceutical companies, over 75% of the payors of our biopharmaceutical Royalty Receipts were established marketers.
Portfolio Highlights
Our portfolio is diversified across therapeutic categories, treatment modalities, indications and marketers. As of June 30, 2021, no single asset accounted for more than 11% of our portfolio, the top three products accounted for 26% of our portfolio and the top three marketers represented 33% of our portfolio, in each case as measured by projected Royalty Receipts. As of June 30, 2021, the assets in our portfolio represented 12 therapeutic categories, with the top category representing 21% and the top three categories representing 49% of the portfolio as measured by projected Royalty Receipts. We also have meaningful exposure to drugs that have received special designation from the FDA, including, but not limited to, Orphan Drug Exclusivity.(1) These products comprise 41% of the portfolio as of June 30, 2021 (by projected Royalty Receipts). We believe special designation by the FDA is indicative of our asset criterion that products satisfy an unmet or underserved medical need. Also, orphan drugs receive market protection along with intellectual property protection. Under the Orphan Drug Act, the FDA may grant orphan designation to a product intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States.
Below are key characteristics regarding the diversity and duration of our current portfolio.
Diversification (as of June 30, 2021 unless otherwise indicated and based on projected Royalty Receipts)
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35 products, with the largest product (Shingrix) expected to represent less than 11% of projected Royalty Receipts
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13 drugs that have received FDA special designation (Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations)
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12 therapeutic categories, with the largest therapeutic category (neurology) representing 21% of projected Royalty Receipts
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Most therapeutic categories have subcategories; for instance, neurology includes several sub-categories such as epilepsy, sleep management, migraine and Parkinson’s disease
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•
Nevertheless, Royalty Receipts to date have been concentrated among a limited number of products, with our top 10 products accounting for 86% of Royalty Receipts for the three months
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(1)
Special Designations include Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations.
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ended March 31, 2021 and 81% and 82% of our Royalty Receipts for the years ended December 31 2020 and 2019, respectively.
Projected Duration (as of June 30, 2021 and weighted by projected Royalty Receipts)
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10.0 years of projected duration (the projected period of time during which we expect to receive Royalty Receipts from the specific asset) from the time of acquisition (certain transactions have a limit on proceeds to us (referred to as “multiple cap”) resulting in an earlier projected terminal date relative to the contractual royalty maturity date)
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11.5 years of maximum duration from the time of acquisition (excludes impact of multiple caps and uses the contractual royalty maturity date as terminal date)
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In several cases, patent updates following our acquisition have resulted in a longer projected duration and/or a higher royalty rate over a longer time period; select examples include:
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Myozyme — patent assumptions enhanced by 1.4 years due to resolution of a patent challenge
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Brineura — patent term extension provided an additional 1.8 years at a higher royalty rate
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The following tables provide further detail on our top 20 portfolio holdings as of June 30, 2021, based on projected Royalty Receipts.
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1.
Multiple cap refers to applicable acquisitions in which a maximum amount of potential proceeds to HCR is effectuated based on projected Royalty Receipts.
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2.
Novel Drug are defined by the FDA as innovative products that serve previously unmet medical needs or otherwise significantly help to advance patient treatments.
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3.
Special designations include Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, (collectively defined as ‘Expedited Programs for Serious Conditions’), Orphan Drug, and Qualified Infectious Disease Product designations. These designations are awarded by the FDA based on a comprehensive review process.
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4.
The Movantik acquisition represents two distinct transactions with two separate counterparties in February 2020 (RedHill) and December 2020 (Nektar).
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5.
Represents two transactions with Coherus, a convertible debt investment that comes due in 2022 and a senior debt investment that comes due in 2025.
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6.
Gocovri projected Royalty Receipts include a small portion of royalties from Namzaric, acquired from Adamas and marketed by AbbVie.
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7.
Adynovate is an additional royalty interest that was acquired in the Nektar transaction referenced in footnote 4.
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1.
Structure indicates structural provisions including (i) milestone payments; (ii) reverse-tiered royalties; (iii) underperformance / catch-up payments; (iv) royalty ratchets; (v) purchase of lower strip of sales; (vi) escalating hard caps; and (vii) debt structures.
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2.
Multiple cap refers to applicable acquisitions in which a maximum amount of potential proceeds to HCR is effectuated based on Projected Royalty Receipts and is calculated as a multiple of HCR’s invested capital.
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3.
Vimpat’s U.S. patent which is responsible for the largest share of its projected Royalty Receipts expires in Q1’22, resulting in a meaningful step-down in Vimpat royalties beginning in Q3’22 (one quarter lag) through the projected terminal date (2035). Projected Royalty Receipts of Vimpat from Q2’21 through Q2’22 represent approximately two-thirds of total Vimpat Projected Royalty Receipts.
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4.
Represents two transactions with Karyopharm, a synthetic royalty deal closed in 2019 that is projected to reach the cap in 2027 (Xpovio I) and a synthetic royalty deal closed in 2021 that is projected to reach the cap in 2029 (Xpovio II).
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5.
Movantik acquisition represents two distinct transactions with two separate counterparties in February 2020 (RedHill) and December 2020 (Nektar). The RedHill acquisition has a purchase price of up to $100 million. The Nektar acquisition had a purchase price of $150 million. The multiple cap of 1.60x is applicable to the Nektar acquisition. In both transactions Movantik was the primary driver of projected Royalty Receipts. The Nektar and RedHill transactions have projected terminal dates of 2028 and 2029, respectively.
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6.
Represents two transactions with Coherus, a convertible debt investment that comes due in 2022 and a senior debt investment that comes due in 2025.
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7.
Gocovri projected Royalty Receipts include a small portion of royalties from Namzaric, acquired from Adamas and marketed by AbbVie.
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8.
Adynovate is an additional royalty interest that was acquired in the Nektar transaction for an aggregate of $150 million in December 2020, as described in footnote 5 above. The multiple cap of 1.60x described in footnote 5 above applies to the aggregate proceeds from products acquired in the Nektar transaction relative to such $150 million investment cost thereof.
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Projections of Projected Duration and Royalty Receipts are based upon forecasts by the Legacy Manager of future sales and cash flows anticipated to be generated by each asset determined through the use of internal models prepared by the Legacy Manager in the ordinary course of business in order to evaluate the performance of existing investments. Such projections are based on certain assumptions and subject to various uncertainties relating to the performance of such products, including the impact of competition by new products and governmental or regulatory action.
Our Strengths
We believe that the following elements of our platform have enabled us to build a foundational product portfolio and will allow us to add to the portfolio in the future.
We employ a refined, efficient process to evaluate Royalty-Related Transaction opportunities that has been honed by our senior team over two decades and has delivered consistent results.
Our process for evaluating Royalty-Related Transaction opportunities has been optimized through decades of experience and is designed to efficiently assess opportunities, identify risks and establish appropriate Royalty-Related Transaction structures. Although each Royalty-Related Transaction is different, the approach for internal vetting remains consistent to ensure each opportunity fits our overall asset selection criteria and appropriately balances risk and reward. In addition, our ongoing portfolio management serves as a feedback loop designed to ensure our screening is resulting in the performance and asset exposure we desire. At the core of our time-tested process is a culture of transparency and dissent as well as an efficient and rigorous diligence process focused on asset quality, scientific and clinical differentiation, commercial profile and intellectual property position.
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Each stage of the process highlighted in the illustration above is designed to ensure consistency and quality control for each transaction opportunity. Stage I is designed to determine if an opportunity generally fits our strategy and is worthy of committing internal resources to pursue. During this stage, the acquisition team vets the opportunity with the broader team, including our Senior Advisors and in-house specialists that serve on a transaction review committee. Stage II focuses on the diligence process when we are in advanced-stage discussions and fosters additional critical analysis. In addition to our internal scientists and network of key opinion leaders (“KOLs”), for each transaction opportunity that reaches Stage II, a member of the team who is not assigned to the transaction team is designated as a “devil’s advocate”. It is during this review period that the devil’s advocate supports the transaction review committee in critically assessing an opportunity, gathers questions from other team members and focuses on asset diligence, deal structuring and risk-reward considerations. By Stage III, our review process culminates with final review of our due diligence findings and includes contract negotiation. Each of these refined stages has been purposefully built to enable our process to be repeatable and to leverage the investment culture of our company.
 
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Clearly defined asset selection criteria enable us to efficiently assess opportunities and leverage the expertise of our platform.
Our disciplined approach towards Royalty-Related Transactions is based on the following clearly established criteria:
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satisfies an unmet or underserved medical need;
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drives “willingness to pay” and market penetration through differentiated product profile;
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supported by known marketers with established and specialized sales forces for specific product/​category;
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bolstered by strong and enduring barriers to entry, including IP protection; and
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offers a compelling acquisition value proposition (i.e. risk/reward).
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By focusing on assets that largely adhere to these fundamental criteria, we are able to more efficiently apply our investment process and maximize our resources, resulting in a robust product portfolio. The result is a highly efficient business model that focuses on our core competencies, protects against strategy drift, systematically seeks to minimize risk, allows team members to proactively target attractive acquisition targets and has historically produced strong returns for our investors.
Our well-established business model and thoughtful expansion strategy has enabled the formation of robust industry relationships and differentiated sourcing capabilities.
We believe our regional offices in key biopharmaceutical centers globally (Boston, London, the New York metro area and San Francisco) enable us to develop and maintain direct relationships with emerging biopharmaceutical companies and other constituents involved in the biopharmaceutical ecosystem. Our regional leads leverage our in-house resources to prosecute opportunities systematically and execute on Royalty-Related Transactions within their respective geographies. These resources are supplemented by our eight in-house scientists who are essential in developing early leads, which provide additional opportunities for our regional leads to pursue. By having more frequent touchpoints with emerging biopharmaceutical companies, we are able to maintain a proprietary list of near-term opportunities to proactively drive proficient deal sourcing and execution.
Our investment in a robust regional presence has broadened our landscape of actionable opportunities and has accelerated our pace of Royalty-Related Transactions (averaging approximately $500 million of annual Royalty-Related Transactions since 2016, the initial stages of our regional sourcing model). From 2016 to 2020, more than 50% of our Royalty-Related Transactions were sourced on a proprietary and/or non-intermediated basis. Additionally, in 2020, all four regional offices generated an asset acquisition or financing, and three of our four regional offices generated an asset acquisition in the first half of 2021.
We have an established and consistent history of success driven by our deep, relevant experience.
Members of our team have more than an aggregate of 500 years of relevant healthcare experience. Since 2001, members of our senior team have closed 90 Royalty-Related Transactions comprising 93 products. Our overall pace and rate of deployment have steadily increased since inception, particularly since the start of our expansion period in 2014. We have grown from $249 million deployed in 2014 to $1 billion deployed in 2020, reflecting a compound annual growth rate of 27%. Over the last five years, we have deployed on average over $500 million annually. As we have grown, we have continued to refine and hone our process, methodically expanding our team’s capabilities and geographic presence to facilitate our pace of growth. Through our planned expansion, we have maintained a consistent process based on a high level of rigor and selectivity when evaluating Royalty-Related Transactions. Over this same period, we have consistently generated, on average, unlevered mid-teen gross returns at the asset level in our core focus on biopharmaceuticals.
Our track record begins in 2001, when our founders were partners in Paul Capital’s royalty investment business and the team acquired 14 products and deployed approximately $500 million in
 
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capital through 2006. HCR was founded in 2006 and subsequently over the next seven years, we acquired interests in 43 products representing an aggregate $1.4 billion in capital deployed.
Beginning in 2014, we implemented a thoughtful expansion and institutionalization of our business. Our expansion included significant investment in the build out of our regional offices, the in-sourcing of scientific and regulatory expertise, and adding more industry veterans to our team of Senior Advisors. During this period, we put in place a well-defined acquisition and financing strategy, as well as an acquisition process that ensured all Royalty-Related Transactions go through the same rigorous, well-defined approval framework. These acquisition and process improvements allowed for an accelerated pace of deployment, totaling approximately $3.2 billion over the last seven years, and more recently an average of $500 million annually over the past five years. Our team and regional office expansion have provided the resources, bandwidth and touchpoints necessary to be the leader in the middle-market royalty space. Our current portfolio consists of curated exposure to a wide range of medically necessary products across therapeutic categories that generate robust Royalty Receipts and cash flow.
The acceleration of our capital deployment was predicated on the thoughtful expansion of our team and consistent additions of high-quality assets to our portfolio, as detailed below:
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(1)
Does not include all biopharmaceutical transactions completed in any given year. All assets listed are expected to be contributed to the post-IPO entity with the exception of the Breo & Anoro Ellipta acquisition in 2015, which was fully exited in 2017.
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Our creativity and ability to design flexible solutions enables us to create synergistic relationships with our partners.
We have long-term experience pioneering and pricing transaction structures that we believe enable us to creatively meet the needs of our partners. We have built a strong reputation around partnering with emerging biopharmaceutical companies that often seek bespoke financing options. To best serve these potential partners, we often create a menu of customizable solutions across a wide range of transaction structures that are typically more tailored than traditional options. We have executed bespoke transactions in royalty, SYNTHETIC ROYALTY™ financings, and debt structures across stages of development, therapeutic areas, geographies and risk/reward parameters. We have the flexibility to structure Royalty-Related Transactions as either SYNTHETIC ROYALTY™ financings or customized debt. This broad approach enables us to partner with a diverse set of emerging biopharmaceutical companies, forming synergistic relationships and addressing their significant and varied capital needs. Our experience and flexibility strengthen these partnerships and often can create opportunities for follow-on or additional Royalty-Related Transactions.
 
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Examples of the multiple structures our tailored approach provides for our partners and investors include:
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Note: All assets depicted are expected to be contributed to the post-IPO entity with the exception of Procysbi, Linzess, Portola and Raptor, each of which has been exited.
Our extensive, diversified portfolio provides the foundation for future growth and serves as validation to future partners.
Our process, experience and flexibility have enabled us to create a portfolio of assets that we believe would be difficult to replicate, having been assembled largely over a more than seven-year period and consisting of 35 assets, which generated $405 million in Royalty Receipts in 2020, compared to Royalty Receipts of $253 million in 2019. Although we tend to execute transactions with emerging biopharmaceutical companies, over 75% of the payors of our biopharmaceutical Royalty Receipts are established marketers. We also expect to realize further growth with our continued partnering in the pre-approval space where we have found tremendous success selecting assets that we believe are likely to achieve approval and commercial launch.
Our portfolio is diversified across therapeutic categories, treatment modalities, indications and marketers. No single asset accounts for more than 11% of our portfolio, the top three products account for 26% and the top three marketers represent 33% of our portfolio, in each case as measured by projected Royalty Receipts. The assets in our portfolio represent 12 therapeutic categories, with the top category representing 21% and the top three categories representing 49% of the portfolio, as measured by projected Royalty Receipts. We also have meaningful exposure to drugs that have received special designation from the FDA, including but not limited Orphan Drug Exclusivity.(1) These products comprise 41% of the portfolio as of June 30, 2021 (by projected Royalty Receipts). We believe special designation by the FDA is indicative of our asset criterion that products satisfy an unmet or underserved medical need. Also, orphan drugs receive market protection along with intellectual property protection.
The careful portfolio construction and structural consideration paid to where products are in their life cycle has culminated in highly-visible, recurring cash flows. These recurring cash flows can then be re-invested towards new Royalty-Related Transactions, providing a stable foundation for future growth and delivering ongoing value to our investors.
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(1)
Special designations include Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations.
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A detailed breakdown of our existing portfolio by projected Royalty Receipts as of June 30, 2021 is as follows:
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(1)
Note that Adamas is the marketer for Gocovri. As part of the same investment, HCRx also receives a small royalty on Namzaric, marketed by AbbVie.
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(1)
Movantik projected Royalty Receipts include royalties generated from two additional RedHill products (Talicia and Aemcolo). Gocovri projected Royalty Receipts include a small portion of royalties from Namzaric, acquired from Adamas and marketed by AbbVie.
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(2)
Special designations include Fast Track and/or Breakthrough Therapy, Accelerated Approval Pathway, Priority Review, Orphan Drug, and Qualified Infectious Disease Product designations.
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Projected Royalty Receipts are based on internal HCR forecasted sales, current contractual royalty structures and current royalty rates as well as contractual interest rates and estimated amortization schedules assuming instruments are held through maturity.
Our strong track record of pre-approval Royalty-Related Transactions provides another driver for future growth.
Our experience and institutionalized investment process also allow us to evaluate and execute Royalty-Related Transactions involving pre-approval assets and assets with indication expansion potential. Since 2001, members of our senior team have closed transactions related to 14 products that
 
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were not approved, in which such product was the primary driver of the acquisition. Of these 14 assets, 100% have since received FDA approval, such as AndexXa, the first and only reversal agent for Xarelto and Eliquis, when reversal of anticoagulation is needed due to life-threatening or uncontrolled bleeding. In addition, after acquisition, 14 additional indication expansions for existing products have been approved by the FDA, including Xpovio, an oncology product that has received two additional indication expansions since its original approval in 2019.
Our Competitive Advantages
We believe that we have established a number of significant competitive advantages that will enable us to further advance our leadership position and our status as a partner of choice to emerging biopharmaceutical companies.
Our highly refined and efficient acquisition and financing process creates a foundation for repeatable results and growth.
Since 2014, we have refined our operating efficiency by crafting our organizational culture to be process-driven, analytically-focused, and rewarding of collaboration and sharing of intellectual capital. This culture is also focused on continuous improvement, as we work to hone our sourcing, diligence and negotiation processes to increase their effectiveness. We believe the standardization and refinement of these have enabled us to consistently produce repeatable results and provide a meaningful competitive advantage. By employing a systematic, proactive approach to sourcing and monitoring opportunities, we are able to anticipate and identify opportunities and engage with partners early and often. We have historically produced, on average, unlevered returns across our biopharmaceutical Royalty-Related Transactions in the mid-teens using these standardized procedures. Through the continued use of these systematic processes, we believe we have the potential to continue generating meaningful returns while maintaining the pace of capital deployment.
Our transaction review committee remains at the core of our diligence process, utilizing primarily in-house and, selectively, external subject matter experts to ensure that each Royalty-Related Transaction undergoes extensive due diligence prior to close. In 2020, we reviewed 160 potential new Royalty-Related Transactions, which resulted in seven closed transactions. These figures reflect both our broad funnel of opportunities amassed from our robust sourcing efforts as well as the disciplined approach to capital deployment that we undertake when making new acquisitions. The Royalty-Related Transactions that move through the subsequent stages of our transaction review process to close are determined to be of high-quality and offer a positive risk-to-reward profile. We believe that our highly organized sourcing and diligence processes and stringent acquisition criteria provide the potential for significant capital deployment.
 
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Well-Established Acquisitions Process
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(1)
Does not include two acquisitions under Letters of Intent in 2020 that closed in 2021.
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Our proprietary insights enable a more effective and efficient acquisition and financing process, which we believe drives better results.
Our established infrastructure of in-house scientists, regulatory experts and Senior Advisors are essential in directing the organization’s focus on therapeutic areas and products that could be most promising. Once potential Royalty-Related Transactions are under consideration, these teams are also fully integrated into the diligence review process and leverage our long-term investment in scientific expertise and proprietary research.
Our in-house research team generates proprietary internal content on a wide variety of themes within the biopharmaceutical industry from macroeconomic factors to specific therapeutic areas and modalities. These experts help to educate and focus our sourcing teams on clinically validated assets treating conditions with (i) high unmet or underserved medical need, (ii) significant therapeutic benefit to patients and (iii) meaningful commercial potential. Subsequently, our regional teams leverage these proprietary market insights to systematically target potential assets with attractive value propositions based on their competitive positioning, robust intellectual property, strong marketers and potential for growth. Finally, upon identifying an opportunity and taking it under consideration, we bring our entire intellectual capabilities to bear, taking a balanced approach to fully assessing the asset from scientific, clinical, regulatory, patent and commercial perspectives. This has resulted in multiple examples where we have been able to materially extend our patent assumptions (greater than one year) from underwriting with limited cases of shorting assumptions. Extension examples include issuance of new patents, new patent terminal date achieved via legal settlement or delayed generic entry, all of which further de-risk our portfolio while increasing future cash flows.
Our in-house subject matter expertise, which includes collective experience from 81 product approvals and launches, broadens the universe of acquisition and financing opportunities that we are able to assess thoroughly, ranging from pre-approval to mature commercial assets. Furthermore, our expertise enables us to better collaborate with potential partners, to customize solutions, and to expand our network of relationships across the biopharmaceutical ecosystem.
 
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We interact with many of our partners on a quarterly basis, both to update on recent developments and to share thoughts on key business topics. This may include commercial positioning, launch strategy, regulatory processes, business development activities and other key benchmarks. We believe in not only providing our capital but to lend ourselves as a thought partner to the emerging biopharmaceutical companies we partner with through our transactions.
Our regional sourcing approach drives differentiated high-quality deal flow across the biopharmaceutical sector.
Many of the world’s biopharmaceutical companies, both mature and emerging, are either headquartered or have significant operations in the Boston, London, the New York metro area and San Francisco regions. These regions are supported by their unique ecosystems of scientific talent, serial entrepreneurs, academic institutions and investors. We have established regional offices in each of these geographies, which allows us to develop and maintain direct relationships with emerging biopharmaceutical companies and other constituents involved in the biopharmaceutical ecosystem. Over 90% of U.S. biopharmaceutical IPOs from 2016 to March 31, 2021 (excluding offering size less than $50 million and U.S. IPOs of foreign issuers) and 95% of the top 20 large-cap pharmaceutical companies by net sales either are headquartered or have offices in our current regional coverage areas.
Our systematic and institutionalized sourcing program has generated a robust pipeline of proprietary opportunities both organically among our current portfolio and with new partners across the biopharmaceutical landscape that we believe is unrivalled in the royalty space. Our relationship management approach includes continued engagement with our existing partners, which has created opportunities for additional organic deal flow. For example, in the current portfolio, there are several examples such as Udenyca, AndexXa and Krystexxa, where we have consummated follow-on acquisitions and financings with the same counterparty. In addition to traditional relationship management, our sourcing professionals in each region utilize various tools to systematically track and engage with potential partners early and often. These tools include a list of targeted companies with attractive assets that have a near-term financing need, and a schedule of pharmaceutical products on the cusp of FDA approval. HCR’s evolution to a regional sourcing model has yielded compelling results with more than 50% of our Royalty-Related Transactions sourced on a proprietary and/or non-intermediated basis since 2016.
Our sourcing and execution efforts are led by senior, highly experienced, transaction-oriented regional leads. Our regional leads have proven histories of identifying, evaluating and acquiring royalties in the biopharmaceutical sector, have deep ties to their regions’ ecosystems, and are supported by our Senior Advisors. Furthermore, all of our Senior Advisors are also based in our coverage regions, further deepening our ties to those local ecosystems. Utilizing this model, we have built a reputation within the biopharmaceutical ecosystem as the leader in middle market Royalty-Related Transactions. We believe this extensive network of industry relationships will continue to broaden our universe of potential opportunities and potentially accelerate our pace of acquisitions.
This sourcing function is supplemented and refined through our research activities. The research group seeks to identify attractive products and product categories to more efficiently focus our sourcing efforts. In addition to approved products, research professionals also perform extensive analyses on late-stage development products with near term expected approvals. Periodically, the research team will develop a “White Paper” intended to educate the investment team on a therapeutic area. In most instances, these White Papers provide the transaction team with a roadmap for potentially attractive opportunities in the identified therapeutic category. In some instances, however, the research conclusion is that HCR should avoid a therapeutic area.
Since 2015, our research group has published 17 White Papers, addressing therapeutic areas such as Alzheimer’s disease, immuno-oncology, migraine, gastroenterology, diabetes as well as broader White Papers focused on the pricing and reimbursement environment in the United States. Separately, the research group has proactively identified and referred 142 sourcing opportunities for the regional leads to pursue since 2016. We believe our dedicated research activities have meaningfully enhanced our ability to identify attractive products prior to approval and to develop insightful views on matters such as competitive landscape, clinical efficacy and potential product sales.
 
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Our ability to customize solutions for our partners creates high-quality and expanded access to acquisition and financing opportunities.
Our long history and track record of acquiring royalties, SYNTHETIC ROYALTY™ financings and debt has proven effective in engaging with partners who are typically evaluating a myriad of financing options. The ability to present a number of creative solutions in a royalty, SYNTHETIC ROYALTY™ financing or debt structure differentiates our Company from other industry participants and enables us to address the specific capital needs of potential partners. We believe our flexible mandate provides us with a large opportunity set of transactions to evaluate. Many of our peers generally focus on either royalty purchases or on debt investments.
Historically, we have employed a variety of transaction structures, including acquisitions of existing royalties, SYNTHETIC ROYALTY™ financings, and customized debt (including convertible debt). Our demonstrated flexibility with respect to transaction structures allows us to engage with a wider range of potential partners and diversify our asset base to acquire unique revenue streams. Our senior team has been a pioneer in SYNTHETIC ROYALTY™ financings, having closed 17 such transactions. Our extensive knowledge of these financing solutions allows us to present a range of bespoke alternatives to partners and to price different structures. These financing solutions provide biopharmaceutical companies with an attractive and non-dilutive source of capital to fund research and development and/or commercial launch activities. We believe that our proven track record of structural flexibility and creativity positions us as a partner of choice for emerging biopharmaceutical companies, which represent approximately 74% of our partners historically.
Our foundational portfolio provides us with scale and enhances our brand as a top royalty partner in the biopharmaceutical ecosystem.
We have amassed a portfolio of 35 assets as of June 30, 2021, diversified across therapeutic categories, treatment modalities, indications and marketers. This portfolio was built deliberately over a more than seven-year period and now produces significant predictable cash flows. Our current portfolio and scale enable us to support our differentiated infrastructure across sourcing, diligence, structuring and monitoring. We believe that we are now at an important inflection point where this infrastructure can increasingly support sustained growth. Importantly, our existing portfolio and scale are a visible indicator of our consistent activity and expertise, reinforcing the HCR brand of being a partner of choice in this sector. We intend to continue building on this virtuous cycle going forward.
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Our Growth Strategy
Our mission is to facilitate innovation by deploying capital consistently and reliably in products that serve unmet or underserved medical needs. We intend to achieve this mission by expanding our portfolio of approved and pre-approval products using cash flow generated by our existing portfolio as well as capital raised in the public equity market and debt raised in the public and private markets. We believe our proprietary research insights combined with our regional sourcing capabilities and rigorous investment
 
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process will allow us to support an expanding pool of eligible biopharmaceutical partners, further validating our proven formula for success. The key components of our growth strategy are summarized below.
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Leverage our regional sourcing infrastructure and differentiated scientific expertise to capitalize on strong industry tailwinds.   The biopharmaceutical industry has experienced explosive growth and rapid innovation over the last several years fueled by dramatic acceleration in medical research. In 2019, an estimated $186 billion was invested in biopharmaceutical research and development and this amount is expected to increase to $233 billion in 2026, according to Evaluate Pharma. At the same time, the increasing cost of drug development has created a significant capital need for biopharma companies. The increasing pace of innovation and growing cost of drug development is reflected in the recent capital markets activity with over $200 billion in capital raised in public markets since 2015, including approximately $45 billion raised across 325 IPOs. The significant ongoing growth and capital needs of the biopharmaceutical market provides a substantial tailwind for our business and expands our pipeline of potential partners.
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Our average size of investment has increased from approximately $35 million in 2016 to $150 million in 2020, which we believe is commensurate with the growing capital needs of our counterparties. By combining our regional sourcing infrastructure with the expertise of our in-house scientists and Senior Advisors, we believe we are well positioned to take advantage of the favorable long-term industry tailwinds. Our regional leads are able to maintain a robust source of proprietary acquisition and financing opportunities and our experienced team has the differentiated ability to prosecute these opportunities and expand our portfolio.
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Broaden our Royalty-Related Transaction pipeline with access to increased capacity and attractively priced capital.   We believe access to the public equity market as well as the public and private debt markets will provide us access to capital at a meaningfully lower cost than what we have today. We believe this lower cost capital will enable us to acquire or finance high-quality opportunities at competitive prices and deliver favorable returns. We believe more favorable cost of capital will enable us to widen our opportunity set and provide access to additional accretive acquisitions or financings that would otherwise have been excluded with our previous capital structure and yield criteria, potentially resulting in increased capital deployment. In addition, we believe the public markets will provide us access to increased capacity at a much faster rate and help us replenish firepower to take advantage of the market opportunities as they become available. We anticipate that the new capital structure will also generate more recyclable capital that can be reinvested in new royalty opportunities.
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Leverage internal expertise and increased operational flexibility to acquire or invest in royalties on attractive late stage pre-approval assets.   Our senior team has a history of successful acquisitions of pre-approval assets driven by our rigorous investment process honed over the last two decades, anchored by our Chief Medical Officer and Chief Scientific Officer. We believe we have the differentiated ability to assess scientific, commercial and financial merits to identify attractive acquisition opportunities in late-stage, de-risked assets. However, our prior organizational structure limited our capital deployment in pre-approval assets to 10% of each individual fund, constraining our capacity for these types of acquisitions. In addition, investment restrictions applicable to certain of the Legacy HCR Partnerships will no longer apply, including restrictions on investment of more than 15% of a fund's assets in a single portfolio company, 25% of a fund's assets in a single therapeutic category, 10% of a fund's assets in a single product or chemical entity for the same indication or 10% of a fund's assets in pre-approval products. Nevertheless, diversification will remain an important component of our investment and portfolio management strategy. We believe the new corporate structure will provide us enhanced operational flexibility to assess both pre-approval and commercial opportunities, and deploy our disciplined approach to further enhance the pipeline and in turn generate future growth. We also believe partnerships with emerging biopharmaceutical companies in assets prior to approval will make us an attractive partner and position us favorably for further business, including opportunities post approval.
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Maintain our disciplined approach and acquisition culture as we grow.   We have a highly talented, long-tenured management team with deep domain expertise that we have assembled over the last 14 years. As of the date of this offering, we have 36 team members including 9 Senior Advisors, with combined relevant experience of over 500 years. Our culture is defined by collaboration, creativity and thought leadership, as well as a commitment to support innovation and life-changing therapies by partnering with the biopharmaceutical industry. We believe our disciplined acquisition approach and refined repeatable process are critical to our success. We are committed to maintaining our culture as we move to the next stage of growth.
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Our Approach
We are a leading funder of innovation across the growing emerging biopharmaceutical ecosystem. Our approach is to identify attractive products and therapeutic areas of focus and then evaluate how to (i) acquire royalties on, or (ii) finance the marketers of, products we believe fit our asset selection criteria. Our team combines scientific expertise, regional sourcing resources and sophisticated transaction knowledge to target and close on attractive growth biopharmaceutical products. We actively monitor the evolving treatment landscape and leverage our broad network of relationships with biopharmaceutical firms, physicians, scientists and other market participants to identify new acquisition or financing candidates. This approach ensures a robust and diversified pipeline of opportunities by product type and therapeutic area.
Our own internal projections with respect to the potential Royalty Receipts from a potential acquisition candidate are typically lower than and may differ substantially from the counterparty’s estimates or Wall Street consensus. For certain products such as Brineura, Gocovri and Xpovio for which our sales estimates at the time of investment were lower than Wall Street consensus, we have negotiated and structured terms of the investments that have enabled us to invest in attractive opportunities. We seek to minimize risks related to underperformance of the products in our portfolio through various structural protections, including milestone payments, reverse-tiered royalties, underperformance or catch-up payments, royalty rate “ratchet” provisions or escalating hard caps, or by purchasing a lower portion of sales or structuring the investment as a debt instrument with a guaranteed repayment obligation. Over 70% of our existing portfolio contains one or more of these structural protections. Conversely, our use of our own internal models to generate projections that differ from Wall Street consensus has enabled us to identify potential opportunities for upside, including our investments in Shingrix, Udenyca and Trelegy Ellipta whose sales have outperformed initial Wall Street estimates.
Key characteristics across our existing portfolio and future acquisition or financing candidates are as follows:
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Clinically validated: therapies that have received regulatory approval or are clinically de-risked, such as having complete Phase 3 data or a filed New Drug Application or a Biologics License Application with the FDA.
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Substantial unmet and/or underserved need: therapies that address areas of significant unmet or underserved medical need, either in smaller patient populations for rare disease indications or larger patient populations for more prevalent indications.
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High value proposition: therapeutic areas and indications with favorable reimbursement dynamics and significant willingness to pay.
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Differentiation within treatment landscape: therapies that disrupt or expand the existing treatment paradigm and are founded on innovation with substantial potential.
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Growth potential: therapies where we see strong long-term potential, based on our in-depth evaluation and in-house scientific expertise.
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Strong marketer: therapies that fit our acquisition and financing model of providing capital to emerging biopharmaceutical companies, while deriving most of the portfolio revenue from established marketers.
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Barriers to entry: therapies that are protected with strong IP and/or other barriers, including regulatory exclusivity and manufacturing complexity.
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We foster a culture of dissent, accountability and transparency; we believe these firm values create better outcomes for our stockholders. A core element of our culture of accountability is the ongoing review of our existing portfolio as part of our broader portfolio management strategy, providing continued engagement with partners and an important feedback loop post-transaction. Our acquisition and financing platform is designed to serve as a long-term capital resource for our biopharmaceutical partners, offering flexible financing solutions that are directly aligned with their specific business models and objectives. As an alternative or complement to an equity issuance, our funding options allow biopharmaceutical companies to eliminate or delay equity dilution while enabling them to fund product launches, acquire or license products, or re-invest capital in earlier-stage R&D projects. We implement our business model through customized royalty monetizations, corporate financing products and other combinations. We seek to not only provide capital but to also be a long-term partner to biopharmaceutical companies.
Generally, we are agnostic with respect to structure types if the underlying asset quality is attractive. At various points in time our portfolio has tilted more towards royalties and SYNTHETIC ROYALTY™ structures and at other times more towards debt and debt-like investments. We believe we are the only firm with long-term experience and a track record of deploying substantial amounts of capital across all transaction types. Below are a variety of structure types that we and our founders have utilized in 90 transactions since 2001.
Partner is Royalty Recipient
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Royalty purchases represent purchases of all or part of existing royalty contracts in exchange for some or all of the cash flows from those underlying contracts. These royalty contracts are entered into when an inventor, research institution, university, or a biopharmaceutical company (a “licensor”) signs a licensing agreement with a third-party marketer, such as a larger pharmaceutical company. Under these license agreements, the licensor is entitled to receive a stream of cash flow payments based on the future sales of the product, including through royalties and milestones, but typically has no role in the product’s commercialization, which is performed by a third-party marketer.
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Royalty notes represent structured financing solutions whereby an issuer may place the royalty contract(s) and often the intellectual property and other assets underlying the royalty contract into a bankruptcy-remote special purpose vehicle (“SPV”) and issue debt from the SPV. The debt is then serviced by the applicable royalty stream related to the royalty contract. We have found royalty notes to be compelling investment opportunities because the interest and principal payments are typically based on consistent, predictable royalty streams that are over-collateralized and the asset is generally insulated from bankruptcy risk of the issuer.
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Partner is Product Marketer or Distributor
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SYNTHETIC ROYALTY™ financings represent highly structured, non-dilutive financing alternatives where we create a royalty contract with a biopharmaceutical company that owns the rights to one or more products and typically plays the principal role in the commercialization, marketing and sales of such product. This contract entitles us to receive a portion of future sales of a product. We can also structure these contracts as debt financings with a fixed interest component as well as a contingent interest component that is based on product sales.
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Structured debt represents securities that are typically collateralized by all or certain assets. In these situations, our underwriting is based on the value of a product(s) owned by the company as well as general credit related factors. In addition, we have also purchased convertible notes, which may be either secured or unsecured.
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Our current portfolio as of June 30, 2021 (by invested capital) comprises the following structure types: 63% in royalty purchases, 17% in SYNTHETIC ROYALTY™ financings, 12% in royalty notes and 8% in structured debt. From 2001 through June 30, 2021, we and our founders have deployed over
 
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$5 billion in Royalty-Related Transactions. Over the last five years (2016 — 2020), we acquired $2.6 billion in royalties and related assets, averaging $518 million of new Royalty-Related Transactions per annum over this period. While annual deployment may be uneven from year to year due to the unpredictable timing of new Royalty-Related Transaction opportunities, we have consistently deployed significant amounts of capital when measured over multi-year periods. Our approach is rooted in a highly disciplined evaluation process that is not driven by a minimum annual capital deployment requirement.
Select Case Studies
The following case studies represent selected examples highlighting the modularity of our investment platform:
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Shingrix:   our ability to take a differentiated view on an asset, source through our regional model, and creatively structure a financing to fit the needs of an emerging biopharmaceutical company.
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AndexXa:   our long-term commitment to companies and willingness to follow up original investments with subsequent financings in both pre-approval and approved assets.
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Krystexxa:   our differentiated ability to source proprietary investment opportunities and participate in multiple acquisitions through the lifecycle of a product.
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Shingrix (Product) / Agenus (Counterparty)
Acquisition & Asset Overview
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In January 2018, we agreed to pay up to $230 million to purchase a 2% royalty on net sales of Shingrix marketed by GlaxoSmithKline (“GSK”) from Agenus, Inc. (“Agenus”).
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Shingrix is a vaccine for the prevention of shingles (herpes zoster) in adults aged 50 years and older that was approved in the United States in October 2017 and in Europe and Japan in March 2018; it also received a recommendation from the Committee on Vaccines (division of the CDC) in October 2017.
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Sourcing Summary
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Our lead sourcing professional in Boston was proactively in close dialogue with Agenus (based in Lexington, Massachusetts) on a potential royalty acquisition prior to Shingrix’s regulatory approval.
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Agenus had engaged an investment bank to run a formal process, but that process did not result in an offer that met Agenus’ objectives.
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We re-engaged directly with Agenus over a series of in-person meetings to agree on terms that addressed the company’s goal of maximizing proceeds as well as our goal of acquiring an under-appreciated but high value product royalty.
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Our View of the Asset
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Our in-house research scientists developed a differentiated view from Wall Street consensus, believing that Shingrix’s superior efficacy over the previous standard of care and importance to GSK would result in a blockbuster product with peak sales above $2 billion.
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Because the product was just launching, it became clear to us that Wall Street analysts had not yet focused on Shingrix as consensus peak sales were below $2 billion with a much slower sales ramp.
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Transaction Structure
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We provided $190 million to Agenus at closing with an additional $40 million in milestones if the product reached certain sales thresholds.
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We also structured the acquisition to protect against a slower launch of Shingrix by structuring in a rebate payment that would require Agenus to refund $26 million to us if certain sales thresholds were not met within a specific timeframe.
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As a $300 million market cap company at that time, this transaction enabled Agenus to unlock meaningful value for an under-appreciated asset.
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Asset Performance Post-Close
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Shingrix sales have meaningfully exceeded initial Wall Street estimates and our original forecast, finishing 2018 as the top launching non-specialty product with over $1 billion of sales and recording over $2.4 billion of sales in 2020.
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In six months after launch, Shingrix captured an estimated 98% of the U.S. shingles vaccine market.
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On recent earnings calls, GSK has touted not just growth in the U.S. and Europe but also the opportunity in China, where Shingrix was approved in 2019.
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Consensus figures for Shingrix have increased significantly, now estimated at $5.75 billion in peak sales for 2026.
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AndexXa (Product) / Portola (Counterparty)
Acquisition & Asset Overview
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We completed two transactions with Portola Pharmaceuticals (“Portola”): a $150 million SYNTHETIC ROYALTY™ acquisition in February 2017 and a $125 million senior secured loan financing in March 2019 (of which we retained $62.5 million).
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Portola is one of several examples in which a partnership spans multiple transactions; in each case we met the evolving needs of our partners, highlighting our structural flexibility, proclivity for repeat business; and ability to successfully diligence and acquire pre-approval products.
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Portola’s lead product, AndexXa, was approved by the FDA in May 2018 (EU approval granted in April 2019) as the only antidote to reverse the anticoagulant effects in patients treated with an oral or injectable Factor Xa inhibitor (e.g., Xarelto, Eliquis).
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AndexXa was awarded Breakthrough Designation and Orphan Drug Designation and had been developed using the Accelerated Approval pathway, highlighting the product’s value add in an unmet clinical need.
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Sourcing Summary
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Our lead sourcing professional in San Francisco had closely tracked AndexXa’s development and began serious discussion with Portola management in the summer of 2016 after the product completed Phase 3 trials, but prior to FDA approval.
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We submitted a proactive acquisition proposal, designed to preempt a broader process, which resulted in Portola signing a term sheet with us in late August 2016.
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Our View of the Asset
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Through the work of our in-house scientists, we developed conviction on the future sales potential of AndexXa.
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As we progressed with our confirmatory diligence, Portola received a complete response letter (“CRL”) from the FDA. While many other market participants may have backed away at this point, we “leaned in”, believing the issues highlighted by the FDA were addressable.
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Transaction Structure
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After the CRL, the acquisition was structured to compensate us for additional risk, including:
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Closing fee paid at the funding of the first (pre-approval) and second tranche (approval).
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A reverse-tiered royalty whereby we received a higher SYNTHETIC ROYALTY™ rate on lower level of sales to protect against sales underperformance.
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An escalating royalty feature that increases the rate for every quarter that FDA approval of AndexXa was delayed.
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The asset was significantly de-risked when the FDA approved a “second generation” manufacturing process, encouraging us to re-engage in early 2019 and culminating in a $125 million senior secured debt financing.
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The debt facility was comprised of two tranches, with $62.5 million funded at closing and the remaining $62.5 million contingent upon AndexXa meeting certain sales and regulatory milestones in 2019 (which were met).
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Asset Performance Post-Close
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AndexXa finished 2019, its first full year of full commercial launch, with sales of $112 million.
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Our belief in AndexXa was validated in July 2020 when Alexion Pharmaceuticals (“Alexion”) acquired Portola. AndexXa was the key driver for this acquisition.
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As part of the acquisition, Alexion repaid the senior debt, resulting in a meaningful and early realization. Our SYNTHETIC ROYALTY™ structure remained in place with the closing of the Alexion acquisition.
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In December 2020, Alexion itself became the target of a larger acquirer, and agreed to terms with AstraZeneca for a $39 billion acquisition.
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The SYNTHETIC ROYALTY™ structure will remain in place and we will receive payments from AstraZeneca on product sales.
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Krystexxa (Product) / Co-inventor (Counterparty)
Acquisition & Asset Overview
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We completed three transactions with Krystexxa’s co-inventor, the most recent being an acquisition for the entire remaining royalty interest on Krystexxa in February 2021.
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Krystexxa was approved by the FDA for the treatment of chronic gout in 2010.
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Sourcing Summary
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We have longstanding relationships within the inventor and academic community, and this purchase was our third separate transaction with this university co-inventor.
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Our View of the Asset
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Our three interests in Krystexxa showcase our ability to identify attractive assets and “leg in” to an asset as it becomes de-risked.
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Transaction Structure
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We first purchased Krystexxa royalties in 2011, approximately one year after FDA approval.
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We acquired royalties on the first $110 million of Krystexxa annual net sales for 10 years.
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Krystexxa’s strong performance led us to partner with the product’s co-inventor again in 2019.
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We purchased 55% of royalties payable on the first $350 million of Krystexxa annual net sales and 10% of royalties payable on annual net sales above $350 million.
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Our third and final purchase of Krystexxa royalties provides us with all remaining royalties previously held by the product’s co-inventor.
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Asset Performance Post-Close
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The product’s initial marketer, Savient Pharmaceuticals, filed for Chapter 11 bankruptcy in October 2013. Two months later, Crealta Pharmaceuticals LLC (“Crealta”), paid $120 million to acquire Krystexxa.
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Crealta was successful in repositioning Krystexxa and more than doubled annualized sales over the course of their ownership.
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Product sales continued throughout the bankruptcy process and we did not experience any meaningful interruption in royalty payments.
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In December 2015, Horizon Pharmaceuticals (“Horizon”) paid $510 million to acquire Crealta.
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Under Horizon’s stewardship, Krystexxa sales have grown meaningfully, reaching over $400 million in 2020 as compared to $37 million in 2014.
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The Manager
Historically, our business has been managed by the Legacy Manager. In connection with this offering we and Holdings LP will each enter into a management agreement (each a “Management Agreement”, and collectively, the “Management Agreements”) with the Manager pursuant to which the Manager will, among other things, manage the existing assets of our business and source and evaluate new Royalty-Related Transactions, subject to oversight by our board of directors. The Manager will be a newly formed legal entity providing the same services to us that have been provided to HCR by the Legacy Manager. The Manager will be a separate legal entity from us, operating pursuant to Management Agreements, with its own employees who perform services for us, but are not our employees. The Legacy Manager also has its own employees who provide services for HCR, but are not employees of HCR. The employees of the Legacy Manager will become employees of the Manager in connection with this offering. The Manager will be operated by the same personnel as currently operate the Legacy Manager and certain newly hired individuals engaged as a result of our growth and transition to operating as a public company. The Manager will continue to use the same investment process and criteria currently applied by the Legacy Manager to the evaluation of potential investment opportunities, except that investment limitations currently applicable to certain of the Legacy HCR Partnerships will no longer apply, including restrictions on investment of more than 15% of a fund’s assets in a single portfolio company, 25% of a fund’s assets in a single therapeutic category, 10% of a fund’s assets in a single product or chemical entity for the same indication or 10% of a fund’s assets in pre-approval products. Nevertheless, diversification will remain an important component of our investment and portfolio management strategy. The Management Agreements have an initial term of ten years, after which it can be renewed for an additional term of three years, unless either the Company or the Manager provides notice of non-renewal 180 days prior the expiration of the initial term. We and Holdings LP will each pay the Manager a quarterly Operating and Personnel Payment pursuant to the Management Agreements. The Manager may not be removed during the initial or any renewal term without cause. The Manager is an “investment adviser” registered with the SEC under the U.S. Investment Advisers Act of 1940. For a description of the terms of the Management Agreements, including the Manager’s Operating and Personnel Payment, see “The Manager”, and see “Management” for information regarding the management team of the Manager.
Competition
There are a limited number of suitable and attractive opportunities to acquire high-quality royalties available in the market. Competition to acquire such royalties is intense and may increase. We compete with other potential acquirers for these opportunities, including companies that market the products on which royalties are paid, financial institutions and others.
We face competition from other entities that acquire biopharmaceutical royalties, including competitors to the Manager that are in the similar business of acquiring biopharmaceutical royalties. There are a limited number of suitable and attractive acquisition opportunities available in the market. Therefore, competition to acquire such assets is intense. The Manager is subject to competition from
 
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other potential royalty buyers, including from the companies that market the products on which royalties are paid, financial institutions and other entities. These Other potential royalty buyers may be larger and better capitalized than us.
We also compete with other forms of financing available to biopharmaceutical companies, such as equity financing and licensing opportunities. If biopharmaceutical companies opt for financing through such other means, we may not be able to acquire additional assets or grow our business. If we fail to compete successfully against competitors or competing forms of financing, our business, results of operations, financial condition and growth could be harmed.
The products that provide the basis for the cash flows of the biopharmaceutical products in which we invest are also subject to intense competition. The biopharmaceutical industry is a highly competitive and rapidly evolving industry. The length of any product’s commercial life cannot be predicted. Current marketers of products may undertake these development efforts in order to improve their products or to avoid paying our royalty. Adverse competition, obsolescence, governmental and regulatory action, or healthcare policy changes could significantly affect the revenues, including royalty-related revenues, of the products underlying our Royalty-Related Transactions.
Competitive factors affecting the market position and success of each product include:
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efficacy;
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safety and side effect profile;
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price, including third-party insurance reimbursement policies;
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timing and introduction of the product;
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effectiveness of marketing strategy and execution;
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market acceptance;
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manufacturing, supply and distribution;
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governmental regulation;
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availability of lower-cost generics and/or biosimilars;
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intellectual property protection and exclusivity;
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treatment innovations that eliminate or minimize the need for a product; and
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product liability claims.
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Products on which we have a royalty may be rendered obsolete or non-competitive by new products, including generics and/or biosimilars, improvements on existing products, or governmental or regulatory action. In addition, as biopharmaceutical companies increasingly devote significant resources to innovate next-generation products and therapies using gene editing and new curative modalities, such as cell and gene therapy, products on which we have a royalty may become obsolete. Further, any new product candidate within our royalty portfolio that competes with an approved product must demonstrate compelling advantages in efficacy, convenience, tolerability and safety in order to overcome price competition and to be commercially successful. Many of these approved drugs are well established therapies and are widely accepted by physicians, patients and third-party payors. Insurers and other third-party payors may also encourage the use of generic products. These factors and developments could have an adverse effect on the sales of the biopharmaceutical products underlying our Royalty-Related Transactions, and consequently could materially adversely affect our business, financial condition and results of operations.
Employees
Our directors and executive officers will manage our operations and activities. However, we do not currently have any employees or any officers other than our executive officers. Our executive officers are employees of our Manager. Pursuant to the Management Agreements with the Manager, the Manager will perform corporate and administration services for us. Please see “The Manager”.
 
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As of December 31, 2020, the Manager and its affiliates had 25 employees. None of these employees are represented by labor unions or covered by any collective bargaining agreement. We believe that the Manager’s relations with its employees are satisfactory.
Properties
Our executive offices are located at 300 Atlantic Street, Suite 600, Stamford, Connecticut 06901, and are provided by the Manager. We also have regional offices located in Boston, London, the New York metro area and San Francisco. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.
Legal Proceedings
From time to time, we or the Manager may be a party to various claims, charges and litigation matters arising in the ordinary course of business. At this time, we have no legal proceedings that we believe would have a material adverse effect on our business, financial condition or results of operations.
 
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THE MANAGER
Management Agreements
We have no personnel of our own. Historically, our business has been managed by the Legacy Manager. Following this offering we and Holdings LP will be managed by the Manager pursuant to the Management Agreements. Under the Management Agreements, the Manager will, among other things, manage the existing assets of our business and source and evaluate new Royalty-Related Transactions. The Manager will be a newly formed legal entity providing the same services to us that have been provided to HCR by the Legacy Manager. The Manager will be a separate legal entity from us, operating pursuant to Management Agreements, with its own employees who perform services for us, but are not our employees. The Legacy Manager also has its own employees who provide services for HCR, but are not employees of HCR. The employees of the Legacy Manager will become employees of the Manager in connection with this offering. The Manager will be operated by the same personnel as currently operate the Legacy Manager and certain newly hired individuals engaged as a result of our growth and transition to operating as a public company. The Manager will continue to use the same investment process and criteria currently applied by the Legacy Manager to the evaluation of potential investment opportunities.
None of the Manager’s personnel will receive any direct compensation from us in connection with the management of our assets. Mr. Futch, through his ownership interests in the Manager, is entitled to a portion of any profits earned by the Manager, which includes the Operating and Personnel Payments payable to the Manager under the terms of the Management Agreements, less expenses incurred by the Manager in performing its services under the Management Agreements. Although the Manager is responsible for compensating its employees who provide services to us, including our executive officers, we are responsible for the compensation of our Senior Advisors. In addition, we may engage consultants or other service providers from time to time.
The Manager is owned and controlled indirectly by Mr. Futch. Certain former owners of the Legacy Manager own a minority non-voting economic interest in the Manager, which entitles such persons to a portion of the revenue of the Manager for a period of time, with Mr. Futch having the right to buy out such minority non-voting economic members’ interest ten years after the closing of this offering. The former owner has no rights to control or direct the decision making or actions of the Manager. Investment decisions by the Manager will be determined by a Transaction Review Committee comprised of certain of our executive officers and Senior Advisors, as indicated in their biographies in “Management” below.
Conflicts of Interest
Pursuant to the Management Agreements, the Manager cannot manage another entity that invests in or acquires royalties, other than any legacy vehicle related to HCR. Such legacy vehicles consist of two funds with an aggregate net asset value of approximately $121 million as of March 31, 2021. Such funds will not be included in the Reorganization Transactions and will not become part of our business upon completion of this offering primarily because such funds have a large number of limited partners and the inclusion of such limited partners as Continuing LP Investors would subject Holdings LP and the limited partners thereof to adverse tax consequences as a publicly traded partnership. Executives of the Manager are subject to a non-compete agreement following termination of their employment with the Manager, and the Company is a beneficiary of this agreement. In addition, executives of the Manager must devote substantially all of their business time to managing the Company and any legacy vehicle related to HCR, unless otherwise approved by the Board.
Operating and Personnel Payment
Under our Management Agreement, we will pay a flat quarterly fee to the Manager for services provided thereunder. Under the Management Agreement for Holdings LP, Holdings LP will pay a quarterly fee (the “Operating and Personnel Payment”) in respect of operating and personnel expenses to the Manager or its affiliates equal to a percentage (the “Applicable Percentage”) of Royalty Receipts of the Company. The Applicable Percentage, for a particular quarter, will be determined based on the
 
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amount of Royalty Receipts of the Company in such quarter together with the Royalty Receipts of the preceding three quarters (the “Trailing Royalty Receipt Amount”) and in accordance with the following schedule:
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Applicable Percentage
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Trailing Royalty Receipt Amount
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7.5%
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7.0%
​ ​ More than or equal to $750 million but less than $1 billion ​
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6.5%
​ ​ More than or equal to $1 billion ​
Under the Management Agreements, the Operating and Personnel Payments will be payable (i) for the first fiscal quarter, on the date that is three business days from the date of the Management Agreement, and (ii) thereafter, quarterly in arrears as of the last business day of each fiscal quarter. The Operating and Personnel Payments are intended to fund operating and personnel expenses of the Manager and its affiliates.
Duration and Termination
The Management Agreements will be approved by our board of directors prior to this offering. The Management Agreements will each have an initial term of 10 years, after which it shall automatically renew for a term of three years, unless either the Company or the Manager provides notice of nonrenewal 180 days prior the expiration of the initial term. During the initial term and the renewal term, the Management Agreements may only be terminated by the Company for Cause (as defined below). A termination of the Management Agreements will automatically lead to the removal of the Manager as the manager of HCR, Holdings LP and Holdings LP’s subsidiaries.
The board of directors will have the right to terminate the appointment of the Manager following (i) a determination of Cause, by a court or governmental body of competent jurisdiction in a final judgment, or (ii) an admission of Cause, by the Manager. In the event that Mr. Futch commits an act constituting Cause, such action would be imputed to EPA Holdings and the Manager so long as Mr. Futch is acting as Chief Executive Officer of the Company, otherwise any act of Mr. Futch’s will not be imputed to the Manager. Any act constituting Cause committed by any other executive of the Manager would not be imputed to the Manager if the Manager terminates such executive’s engagement with, employment by or relationship with the Manager.
“Cause” will exist where (i) the Manager or an executive of the Manager (including Mr. Futch) (each an “Applicable Party”) has committed (or in the case of Applicable Parties who are executives, caused the Manager to commit) a material breach of a material provision of the governing documents of the Company, the limited partnership agreement of Holdings LP or the Management Agreements; (ii) an Applicable Party has committed (or in the case of Applicable Parties who are executives, caused the Manager to commit) willful misconduct in connection with the performance of his or its duties under the terms of the governing documents of the Company, or the Management Agreements, (iii) there is a declaration of bankruptcy by the Applicable Party and (iv) there is a determination by any court with proper jurisdiction that an Applicable Party has committed an intentional felony or engaged in any fraudulent conduct, in each such case of clauses (ii) and (iv) which has a material adverse effect on the business, assets or condition (financial or otherwise) or prospects of the Company and its affiliates (taken as a whole).
The Manager and its affiliates would be subject to a 12-month non-compete and non-solicit following any termination of the Management Agreements by us for Cause.
In the event of a Change of Control (as defined below) or for Good Reason (as defined below) of the Company or its subsidiaries, the Manager will no longer be bound by the covenants not to compete or solicit in the Management Agreements. A “Change of Control” will occur if there is (i) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s assets, (ii) a merger or consolidation of the Company with or into any other Person or any other transaction or a series of related transactions, the result of which is that a third party (or a group of third parties) that is not an Affiliate of the Company or its Stockholders immediately prior to such
 
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transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding voting power immediately following such transaction or (iii) a change in the composition of the Company’s board of directors as a result of which the majority of the members of the Company’s board of directors cease to be Continuing Directors (as defined below). The Management Agreements clarify, however, that the following events do not constitute a Change of Control: (A) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to such transaction hold, directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after such transaction; (B) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s assets to an Affiliate of the Company; (C) this offering and any subsequent registered offerings or secondary sales by the Continuing Investors of any of the Company’s securities, unless any such subsequent registered offering or secondary sale results in a third party who is not an Affiliate owning more than 40% of the Company’s outstanding voting power immediately following such offering or sale; (D) a reincorporation of the Company solely to change its jurisdiction; or (E) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. ‘‘Good Reason’’ means the occurrence of either of the following: (i) a failure by the board of directors to obtain the Manager’s consent to an amendment of the organizational documents of the Company or Holdings LP pursuant to section 9(b) or to the adoption or amendment of any policy, compliance procedure or reporting requirement pursuant to section 9(c) of the Management Agreements or (ii) a material breach by the Company or Holdings LP, as applicable, (at the direction of the board of directors) of its obligations to the Manager (without the Manager’s prior waiver or consent) under the Management Agreements, which breach, if capable of being cured, is not cured within 30 days after the Company or the Partnership, as applicable, receives notice of such breach.
“Continuing Director” means, as of any date of determination, any member of the Company’s board of directors who:
•
was a member of the Company’s board of directors upon the closing of this offering; or
​
•
was nominated for election or elected to the Company’s board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.
​
Indemnification
To the fullest extent permitted by law, we will agree to indemnify the Indemnitees from and against any and all claims, liabilities, damages, losses, penalties, actions, judgments, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated that are incurred by any Indemnitee or to which such Indemnitee may be subject by reason of its activities on our behalf or any of its subsidiaries to the extent that such Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence (as such concept is interpreted under the laws of the State of Delaware), material breach of the Management Agreements that is not cured in accordance with the terms of the Management Agreements or a violation of applicable securities laws. As a result, we could experience unfavorable operating results or incur losses for which the Manager would not be liable.
Equity Performance Awards
EPA Holdings, an affiliate of the Manager, in which executives, employees, and former founders and owners have an interest, will be entitled to Equity Performance Awards (as defined below) determined on a portfolio-by-portfolio basis. Investments made during each two-year period will be grouped together as separate portfolios (each, a “Portfolio”). The first Portfolio will commence on the date of our initial public offering and will end on December 31, 2022.
 
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Subject to the three conditions listed below and applicable law, at the end of each fiscal quarter, EPA Holdings is entitled to a distribution from Holdings LP in respect of each Portfolio equal to 20% of the Net Economic Profit (defined as the aggregate cash receipts for all new portfolio investments in such Portfolio less Total Expenses (defined as interest expense, operating expense and recovery of acquisition cost in respect of such Portfolio)) for such Portfolio for the applicable measuring period (the “Equity Performance Awards”). The Equity Performance Awards will be allocated and paid by Holdings LP to EPA Holdings as the holder of the Holdings LP Class C Special Interest. The Equity Performance Awards will be payable in Holdings LP Class B Units that may be exchanged for shares of Class A common stock of the Company. The number of shares of Class A common stock of the Company payable is based on a 10-day trailing volume-weighted average trading price (“VWAP”) ending two days prior to the payment date. EPA Holdings may also receive a periodic cash advance in respect of the Holdings LP Class C Special Interest to the extent necessary for EPA Holdings or any of its beneficial owners to pay when due any income tax imposed on it or them as a result of it holding such Holdings LP Class C Special Interest, calculated using an assumed tax rate. To the extent EPA Holdings receives any such periodic cash advance, the amount of the Holdings LP Class B Units received by EPA Holdings will be reduced by the amount of such periodic cash advance.
EPA Holdings is not entitled to Equity Performance Awards on any Net Economic Profit derived from investments made by Legacy HCR Partnerships prior to the date of our initial public offering and transferred to Holdings LP and its subsidiaries in the Reorganization Transactions. Such investments of Legacy HCR Partnerships will be deemed to be in a separate Portfolio (the “Old HCR Portfolio”).
On any quarterly equity distribution date, the Equity Performance Awards payable are subject to each of the following three conditions:
Condition One: Cumulative Net Economic Profit for such Portfolio for all periods prior to the relevant quarterly determination date is positive. Cumulative Net Economic Profit is positive if the aggregate cash receipts for all investments in a Portfolio for all prior periods is greater than the Total Expenses allocated to such for all prior periods.
Condition Two: The aggregate projected cash receipts, as determined on a basis consistent with the effective interest method used in our GAAP financial statements, for all investments in such Portfolio for all periods commencing after such quarterly determination date are equal to or greater than the product of 1.3 and the projected Total Expenses for all investments in such Portfolio through the expected termination dates of all investments in such Portfolio.
Condition Three: The aggregate projected cash receipts, as determined on a basis consistent with the effective interest method used in our GAAP financial statements, for all investments in all Portfolios, other than the Old HCR Portfolio, for all periods commencing after such quarterly determination date are equal to or greater than the product of 1.3 and the projected Total Expenses for all of the Portfolios through the termination or disposition dates of all investments in all of the Portfolios, other than the Old HCR Portfolio.
The Equity Performance Awards are structured on a portfolio-by-portfolio basis, with portfolios based on two-year periods, to mitigate the risk that Equity Performance Awards are paid on a profitable investment even though, in the aggregate, the investments made over a two year period are not profitable. The three conditions above are also intended to reduce the risk that Equity Performance Awards are payable at a time when our portfolio of investments is not performing well overall.
We do not currently expect any material Equity Performance Awards to be payable for five to seven years after the closing of this offering.
 
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MANAGEMENT
Executive Officers and Directors
The following table sets forth information regarding our executive officers and directors to be appointed prior to effectiveness of the registration statement of which this prospectus forms a part:
Name
​ ​
Age
​ ​
Position
​
Clarke B. Futch
​ ​ ​ ​ 54 ​ ​ ​ Chairman, Chief Executive Officer and Director ​
Christopher A. White
​ ​ ​ ​ 56 ​ ​ ​ President and Chief Financial Officer ​
Timothy R.M. Bryant
​ ​ ​ ​ 57 ​ ​ ​ General Counsel ​
Thomas K. Conner
​ ​ ​ ​ 60 ​ ​ ​ Chief Accounting Officer and Treasurer ​
Carlos M. Almodóvar
​ ​ ​ ​ 42 ​ ​ ​ Chief Business Officer ​
Mary Ann Gray
​ ​ ​ ​ 68 ​ ​ ​ Director ​
Marc D. Kozin
​ ​ ​ ​ 59 ​ ​ ​ Director ​
David Wadler
​ ​ ​ ​ 40 ​ ​ ​ Director ​
Executive Officers
Clarke B. Futch is the Company’s Chairman and Chief Executive Officer and will serve as Chairman of the Manager’s Transaction Review Committee. Mr. Futch co-founded HCR in 2006 and brings over 30 years of experience in biopharmaceutical/healthcare investing and financing, having raised over $8 billion in equity and debt principal capital across eleven vehicles and executed more than 165 transactions, including royalty, equity, debt and M&A transactions. Before co-founding HCR, Mr. Futch served as a partner at Paul Capital Partners, where he co-managed the firm’s royalty activities as a member of the royalty management committee. Previously, he served as a founding member of the healthcare group at Thomas Weisel Partners (now Stifel), and as a vice president at Raymond James. Since November 2020, Mr. Futch has served on the board of directors of Population Health Investment Co., Inc., a Nasdaq-listed special purpose acquisition company. Mr. Futch holds a B.A., magna cum laude, from Vanderbilt University and a J.D. from the University of Virginia School of Law. We believe Mr. Futch is qualified to serve on our board of directors because of his extensive experience in biopharmaceutical/healthcare investing and financing, including his role as an early pioneer in the royalty space. We believe that Mr. Futch's extensive experience in the biopharmaceutical industry and finance, as well as his deep knowledge and familiarity with our business, qualifies him for service on our Board.
Christopher A. White is the Company’s President and Chief Financial Officer and will serve as a member of the Manager’s Transaction Review Committee. Mr. White has served as HCR’s President and Chief Financial Officer since April 2021. From 2014 until 2021 Mr. White was the Chief Operating Officer of HCR. Mr. White has been an Investment Committee member since 2015 and joined HCR as a Managing Director and Chief Operating Officer in 2014. Mr. White previously served on HCR’s Investment Committee as a Cowen, Inc. representative from HCR’s inception through 2011. Mr. White has over 30 years of legal, financial and operational experience. He previously served as managing director and head of investment banking at Janney Montgomery Scott. Prior to that position, Mr. White spent over a decade at Cowen & Company, where he held a number of senior management positions, including chief of staff from May 2010 to February 2011. He previously served in leadership positions at Salomon Smith Barney Holdings Inc. and as a securities and mergers and acquisitions lawyer. Mr. White holds a B.A. from Amherst College and a J.D. from the University of Michigan Law School.
Timothy R.M. Bryant will become the Company’s General Counsel, effective on the date of this offering. From 2009 to 2021, Mr. Bryant was the General Counsel of Adams Street Partners, the global private markets firm. From 1995 to 2009, he was a partner at the law firm of McDermott Will & Emery, where his corporate transactional practice focused on public securities offerings and compliance, M&A, and royalty monetizations, including twelve Royalty-related transactions on behalf of HCR’s founders. Mr. Bryant received his BA, MA, and JD, all from Northwestern University.
 
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Thomas K. Conner is the Company’s Chief Accounting Officer and Treasurer. Mr. Conner has served as HCR’s Chief Accounting Officer and Treasurer since April 2021. From 2011 until April 2021, Mr. Conner served as our Chief Financial Officer. Prior to joining HCR, Mr. Conner was the chief operating officer of investment banking at Cowen & Company. Mr. Conner spent more than 20 years with Cowen & Company, serving as chief financial officer until its merger with Ramius. He began his career at Deloitte Haskins & Sells in 1983. Mr. Conner holds a B.B.A. from the University of Massachusetts, Amherst and is a Certified Public Accountant licensed in the State of New York.
Carlos M. Almodóvar is the Company’s Chief Business Officer. Mr. Almodóvar has served as HCR’s Chief Business Officer since April 2021. Mr. Almodóvar’s responsibilities include, among other things, corporate communications, executing on strategic initiatives and assisting in corporate strategy. From 2019 until April 2021, Mr. Almodóvar served as Managing Director — Head of Investor Relations of HCR. From 2015 until 2019, Mr. Almodóvar served as Principal — Investor Relations of HCR, having joined HCR in 2012. Prior to joining HCR, Mr. Almodóvar was director, business development at Strategic Value Partners, an alternative investment firm focused on distressed debt. Previously, Mr. Almodóvar served as an associate director at UBS, where he focused on raising capital for external private fund managers. Mr. Almodóvar began his career as an analyst in the real estate investment banking group at Lehman Brothers. Mr. Almodóvar holds a B.S. from Cornell University.
Key Employees
The following persons will be key employees of the Manager and will be subject to non-competition obligations prohibiting them from providing services to our competitors. As described elsewhere in this prospectus, the Manager will be prohibited from managing another entity that invests in or acquires royalties, other than any legacy vehicle related to HCR. Accordingly, we expect that these individuals will devote substantially all of their business time to managing us.
Matthew H. Bullard is a Managing Director for the Company. Mr. Bullard, based in San Francisco, is focused primarily on HCR’s activities on the West Coast, including transaction sourcing and structuring. Prior to joining HCR, Mr. Bullard was a partner and a member of the product finance investment committee at NovaQuest Capital Management, L.L.C., a leading investor in the healthcare industry. Mr. Bullard worked at NovaQuest Capital for 20 years in a number of roles, including, for the last 10 years, leading the structuring, negotiation and management of product-based, equity and debt investments in global private and public biopharmaceutical companies of all sizes. Mr. Bullard holds a B.S. in Accounting from the University of North Carolina at Greensboro and a M.B.A from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill.
Warren D. Cooper, MB, BS, BSc, MFPM is the Company’s Chief Medical Officer and Head of the Manager’s Portfolio Management Committee. HCR draws extensively on Dr. Cooper’s four decades of clinical, regulatory and operational expertise as it evaluates new investment opportunities. Dr. Cooper previously served as an advisor to HCR and has been well known to the Firm since its inception having worked on numerous projects with HCR and having completed a Royalty-Related Transaction with a predecessor firm of the founders. Dr. Cooper is a UK-trained physician with over 40 years of experience in the global pharmaceutical industry. With a background in cardiology and cardiac surgery, he spent 12 years with Merck in various positions, ultimately becoming the head of worldwide clinical research operations for Merck Research Laboratories across all therapeutic areas. Moving to AstraMerck (now part of AstraZeneca PLC), he led that company’s cardiovascular business division, with responsibility for all aspects of the business from in-licensing and development to commercialization (including sales and marketing). He was the founding CEO of Prism Pharmaceuticals, a specialty pharmaceutical company that he led from inception to the sale of the company to Baxter International and a portfolio investment of Mr. Futch’s prior firm. Dr. Cooper currently serves as the lead outside director of Zynerba Pharmaceuticals. He holds degrees in physiology, medicine and surgery from The London Hospital (University of London) and is a Member of the Faculty of Pharmaceutical Medicine of the Royal Colleges of Physicians of the United Kingdom, and of the International Society of Hypertension.
Paul J. Hadden is a Senior Managing Director for the Company and will serve as a member of the Manager’s Transaction Review Committee. Mr. Hadden, based in London, is focused primarily on HCR’s activities in the United Kingdom, Europe and rest of world, including transaction sourcing and
 
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structuring. Mr. Hadden previously led the firm’s global business development activities. Mr. Hadden has over a decade of healthcare investing experience in the royalty and debt markets, and has worked on investments representing over $1 billion in transaction value. Prior to joining HCR in 2007 as HCR’s second employee, Mr. Hadden served as a principal at The Frankel Group LLC, a boutique management consulting firm serving the life sciences industry, where he advised pharmaceutical, biotechnology and generic clients. Mr. Hadden started his career at New York-Presbyterian Hospital as a senior financial analyst. Mr. Hadden holds a B.A. from Yale College and an M.P.H. from the Yale School of Public Health.
Shin W. Kang, Ph.D. is the Company’s Chief Scientific Officer and Head of Research. Dr. Kang leads HCR’s research efforts as well as sourcing related to universities, research institutions and inventors. Since Dr. Kang’s arrival in 2015, he has successfully integrated HCR’s research efforts into both the investment and business development processes. Prior to joining HCR, Dr. Kang served as a vice president of equity research at Wells Fargo Securities covering the biotechnology sector. Previously, Dr. Kang managed technology, intellectual property and business development at the Mount Sinai School of Medicine. He holds a Ph.D. in Biological Chemistry/Immunology from the University of California, Los Angeles, an M.B.A. from Columbia Business School and a B.S. from the University of California, Davis. Dr. Kang also conducted research at Genentech as a postdoctoral fellow.
Anthony G. Rapsomanikis is a Managing Director for the Company. Mr. Rapsomanikis opened HCR’s San Francisco office in 2015, and is now focused primarily on HCR’s activities in the mid-Atlantic region, including the greater NY metropolitan area, where he is responsible for transaction sourcing and structuring. Since joining HCR in 2012, Mr. Rapsomanikis has worked on investments representing over $2.0 billion in transaction value. Prior to joining HCR, Mr. Rapsomanikis worked as an analyst in the healthcare investment banking group at Stifel Nicolaus Weisel and its predecessor firm Thomas Weisel Partners, where he was focused on mergers and acquisitions, and debt and equity financings. Mr. Rapsomanikis holds a B.B.A., cum laude, from the University of Massachusetts, Amherst.
John A. Urquhart is a Senior Managing Director for the Company and will serve as a member of the Manager’s Transaction Review Committee. Mr. Urquhart, based in Boston, is focused primarily on HCR’s activities in New England, including transaction sourcing and structuring. Mr. Urquhart has over a decade of healthcare investing experience in the royalty and debt markets. Since 2012, he has worked on eighteen investments representing over $1 billion in transaction value. Prior to joining HCR in 2007 as HCR’s first employee, Mr. Urquhart was an investment banking analyst at Cowen and Company, where he focused on mergers and acquisitions as well as debt and equity financings. Mr. Urquhart holds a B.A. from Brown University and an M.B.A. from The Wharton School of the University of Pennsylvania with a concentration in healthcare.
Directors
For biographical information regarding Mr. Futch, please see “—Executive Officers” above.
Mary Ann Gray, M.D. is President of Gray Strategic Advisors, LLC which provides strategic advice to both public and private biotechnology companies. Previously, Dr. Gray spent three and a half years with the Federated Kaufmann Fund focusing on both public and private healthcare investments. Prior to joining the Kaufmann Fund, Dr. Gray was a sell-side biotechnology analyst for nine years with Kidder Peabody, Dillon Read and Raymond James. Dr. Gray currently serves on the board of five public biotechnology companies: Sarepta Pharmaceuticals, Rapt Therapeutics, BioAtla Inc., Keros Pharmaceuticals and Palisade Bio. Dr. Gray has a Ph.D. in Pharmacology from the University of Vermont where she focused on novel chemotherapeutic agents for the treatment of cancer. Dr. Gray performed post-doctoral work at Northwestern University Medical School and Yale University School of Medicine. She held scientific positions at Schering Plough and NeoRx. Earlier in her career, Dr. Gray managed pre-clinical toxicology studies for the National Cancer Institute through Battelle Memorial Institute and worked in hospital laboratory. We believe that Dr. Gray’s extensive experience in the biotechnology and biopharmaceutical industry qualifies her for service as a member of our Board.
Marc D. Kozin was a senior advisor and former president of L.E.K. Consulting, a global management consulting firm. Mr. Kozin has three decades of global experience in strategy consulting, and mergers
 
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and acquisition management. He also has substantial industry expertise advising biopharmaceutical, life sciences and medtech companies. During his tenure at L.E.K., Mr. Kozin advised senior executives in life sciences to help them identify new growth opportunities, build value, pursue highly-profitable mergers and acquisitions, and support sustained growth. He helped open L.E.K.’s Boston office in 1987 and oversaw the growth of the firm’s U.S. operations including the company’s acquisition of shareholder value consulting firm Alcar in 1993. In 2002 Consulting Magazine named Mr. Kozin one of the 25 most influential consultants in recognition of his leadership and results for clients. He holds a B.A., magna cum laude, from Duke University, and an M.B.A. with distinction from The Wharton School at the University of Pennsylvania. Mr. Kozin currently serves as an outside board director of Dicerna Pharmaceuticals, UFP Technologies, Isleworth Healthcare Acquisition Corp. and VBL Therapeutics, all publicly held companies, and Greenlight Fund, nonprofit organization. We believe that Mr. Kozin’s extensive experience in strategic planning and leadership consulting of complex organizations, including in the healthcare and biopharmaceutical industries, qualifies him for service as a member of our Board.
David Wadler is a partner at New Holland Capital (NHC), an alternative investment manager with over $20 billion of assets under management. Mr. Wadler directs the investment team in sourcing, evaluating, and monitoring of investments across NHC’s client portfolios and is responsible for overseeing the firm’s illiquid strategies. Mr. Wadler is a member of NHC’s Investment Committee and also serves on the advisory committees of several external funds. Prior to joining NHC in 2008, Mr. Wadler worked for five years in the Special Opportunities Group at Lehman Brothers, where he was responsible for origination and monitoring of asset-based financings and other investment opportunities using the firm’s proprietary capital. Mr. Wadler graduated from Harvard College with an AB in Economics and is a CFA charterholder. We believe that Mr. Wadler’s extensive experience in management and finance qualifies him to serve as a member of our Board.
Senior Advisors
Our Senior Advisors are part-time consultants who provide advice to HCR as members of HCR’s Senior Advisory Board and, following the completion of this offering, will provide advice to us with respect to the evaluation of potential acquisitions. Following the completion of this offering, the Senior Advisors will be compensated directly by the Company for their services.
Frank M. Armstrong, M.D. has been a Senior Advisor since 2009. Dr. Armstrong is particularly focused on the medical assessment of product candidates and clinical data. Over the course of his tenured career, Dr. Armstrong has served as chief executive officer at a number of healthcare and biopharmaceutical companies, including Fulcrum Pharma, CuraGen Corporation, Bioaccelerate Holdings, Provensis and Phoqus Pharmaceuticals. Dr. Armstrong has also worked in large pharma as head of worldwide product development at Bayer AG, a senior vice president at Zeneca Pharmaceuticals (now AstraZeneca plc) and a senior vice president at Merck Serono. Dr. Armstrong holds an MBChB from the University of Edinburgh and is a Fellow of the Royal College of Physicians Edinburgh and the Faculty of Pharmaceutical Physicians. He serves as a non-executive chair for Faron Pharmaceuticals, a publicly held company, as well as BioCaptiva, Enhance 3D Genomics and Caldan Therapeutics, all privately-held companies and as a non executive director of Newcells Biotech and Eco Animal Health (AIM). Dr. Armstrong is also a Member of the Court of the University of Edinburgh.
Gregory B. Brown, M.D. is a co-founder of HCR. Currently CEO of Memgen, a biotechnology company, Dr. Brown remains Vice Chairman of HCR and a Senior Advisor. Dr. Brown focuses his efforts for HCR on business development activities and the review of promising therapeutic categories and products. Educated as a transplantation immunologist and trained as a thoracic and vascular surgeon, Dr. Brown practiced thoracic and vascular surgery in a community setting where he also founded and led an HMO. He brings particular expertise in the scientific, technical, clinical and medical evaluation of products as well as in healthcare systems and payor / reimbursement dynamics. He has been involved in sourcing, diligencing and closing more than $1 billion of royalty investments. Before co-founding HCR, Dr. Brown was a partner at Paul Capital Partners, where he co-managed that firm’s royalty investments as a member of the royalty management committee. Prior to beginning his principal investment career in 2003, Dr. Brown was co-head of investment banking and head of healthcare at Adams,
 
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Harkness & Hill (now Canaccord Genuity) and a ranked biotechnology research analyst at Vector Securities International. Dr. Brown holds a B.A. from Yale, an M.D. from SUNY Upstate Medical Center and an M.B.A. from Harvard Business School. He currently serves as an outside director on the boards of Aquestive Therapeutics, Caladrius Biosciences, Faron Pharmaceuticals, and FAST Biomedical.
William M. Burns has been a Senior Advisor since 2020. HCR utilizes Mr. Burns’ extensive international commercial, business development, and operational experience in the pharmaceutical industry to evaluate potential investment opportunities, particularly in Europe. Mr. Burns has more than 40 years of industry experience, including 23 years at Roche Pharmaceuticals, culminating in his tenure as chief executive officer from 2001 to 2009. During his time with Roche, Mr. Burns had significant involvement in the privatization of Genentech, the integration of Boehringer Mannheim and the negotiations that resulted in Roche becoming a majority owner of Chugai in Japan. Over the past decade, Mr. Burns has held numerous non-executive board positions including F. Hoffmann La Roche, Chugai Pharmaceuticals, Genentech, Shire PLC and Biotie. Mr. Burns retired from the board of Wellcome Trust in 2020 and continues as a trustee of the Institute of Cancer Research, London. Mr. Burns currently serves as the non-executive chairman of the board of directors for both Molecular Partners and Vestergaard Holding, and the non-executive vice chairman of Mesoblast. Mr. Burns is a member of the Novo Holdings Advisory Group and a member of the Scientific Advisory Board of the Center for Integrated Oncology of the University of Cologne/Bonn. Mr. Burns holds a bachelor’s degree in economics from the University of Strathclyde, Glasgow.
Michael G. Carter, M.D. has been a Senior Advisor since 2009 and a member of HCR’s Transaction Review Committee since 2015. He will continue to serve as a member of the Manager’s Transaction Review Committee. HCR primarily utilizes Dr. Carter’s skill set in the assessment of product candidates, clinical data and market opportunities. Dr Carter was a Venture Partner at SVHealthInvestors for 18 years from 1998-2016 and now serves as a Non Executive Director of Oncternal Therapeutics. He has held numerous Non Exec Director positions over the last 25 years including Artois Pharma, GTx, Inc., Warner-Chilcot, Micromet, Santarus, Kudos, Oncoethix, Metris Therapeutics, Fulcrum, Cancervax, Atopix Therapeutics and Salick Health Care. Previously, Dr. Carter was a member of the strategic advisory board for the predecessor firm of the founders. From 1984 to 1998, Dr. Carter held numerous positions with ICI Pharmaceutical (Zeneca), including international marketing director, international medical director and serving on that company’s board of directors for 15 years. Dr. Carter also held numerous positions with Roche Products Ltd from 1976 to 1984, including director of the pharmaceutical division, head of medical development and medical affairs, and an adverse reactions physician. For nearly a decade he served on the UK Government’s Medicines Commission and, prior to entering the pharmaceutical industry, was a practicing physician. Dr Carter holds a Diploma in Pharmaceutical Medicine, an MBChB from Sheffield University Medical School, and a B.Pharm(Hons) from London University’s School of Pharmacy. He is an elected Fellow of the Royal Pharmaceutical Society, a Fellow of Faculty of Pharmaceutical Medicine of the Royal College of Physicians and a Fellow of the Royal College of Physicians Edinburgh.
Mardi C. Dier has been a Senior Advisor since 2020. HCR utilizes Ms. Dier’s significant financial, strategic and operational expertise to evaluate potential investment opportunities, particularly on the West Coast. Ms. Dier is the chief financial officer of Ultragenyx Pharmaceutical and is responsible for leading corporate finance, strategy and other operational functions. Ms. Dier previously served as chief financial officer and chief business officer of Portola Pharmaceuticals, after joining the company in August 2006. During her tenure, Ms. Dier oversaw the development of the finance and operations functions. Ms. Dier was responsible for raising over $1.8 billion, including two non-dilutive financings, to fund the development and launch of two hematologic products. Ms. Dier also led the merger process for Portola when it combined with Alexion in 2020. Previously, Ms. Dier served as vice president of Investor Relations at Chiron Corporation from 2003 until its acquisition by Novartis Pharmaceuticals in April 2006. Prior to joining Chiron, she served as a director in the West Coast investment banking practice at Prudential Securities, where she focused on biotechnology and other life sciences companies. Ms. Dier serves on the board of directors of Synthekine Inc., Prelude Therapeutics and ORIC Pharmaceuticals. Ms. Dier holds a B.S. in biology from Stanford University and an M.B.A. from The Anderson School at the University of California, Los Angeles.
 
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Robert S. Langer, Sc.D. has been a Senior Advisor since 2013. He is the David H. Koch Institute Professor at the Massachusetts Institute of Technology. Dr. Langer previously served as a member of the FDA’s SCIENCE Board from 1995 – 2002, including as its chairman from 1999 – 2002. He has helped start 40 companies, and more than 400 pharmaceutical, chemical, biotechnology and medical device companies have licensed or sublicensed his patents. Over the course of his career, Dr. Langer has received over 220 major awards including the 2013 Wolf Prize in Chemistry, which is considered the Israeli Nobel Prize; the 2006 United States National Medal of Science; the 2011 United States National Medal of Technology and Innovation; the Charles Stark Draper Prize, considered the equivalent of the Nobel Prize for engineers; the 2014 Breakthrough Prize in Life Sciences; and the 2015 Queen Elizabeth Prize for Engineering. He has also been elected to the National Academy of Medicine, the National Academy of Inventors, the National Academy of Engineering and the National Academy of Sciences. Dr. Langer currently serves on the board of directors for the following public companies: PureTech Ventures, Moderna Therapeutics, Frequency Therapeutics, Abpro Bio and Seer. Dr. Langer has received 36 honorary doctorates including honorary degrees from both Harvard and Yale. He received his bachelor’s degree from Cornell University and his Sc.D. from Massachusetts Institute of Technology, both in chemical engineering.
Gary A. Lyons has been a Senior Advisor since 2018. HCR utilizes Mr. Lyons’ decades-long experience as a CEO and senior manager in the biopharmaceutical sector to evaluate potential products of interest, particularly on the West Coast. Mr. Lyons has more than 35 years of industry experience, including as Chief Executive Officer of Neurocrine Biosciences, Inc., a position he held from 1993 through 2008. Mr. Lyons remains on the Board of Directors of Neurocrine. Prior to Neurocrine, Mr. Lyons held several senior management positions at Genentech, including Vice President of Business Development and Vice President of Sales. While at Genentech, Mr. Lyons also served as a member of the company’s Executive Committee and was responsible for international licensing, acquisitions and partnering for Genentech’s Corporate Venture Program. Mr. Lyons currently serves on the board of directors of Brickell Biotech, Inc., and Eledon Pharmaceuticals and is the chairman of the board of directors of both Rigel Pharmaceuticals, Inc. and Travere Therapeutics. He holds a B.S. in Marine Biology from the University of New Hampshire and an M.B.A. from the Kellogg School of Management at Northwestern University.
Julie H. McHugh has been a Senior Advisor since 2016. HCR utilizes Ms. McHugh’s experience commercializing products and operating businesses when reviewing potential investments. Ms. McHugh most recently served as chief operating officer for Endo Health Solutions, from March 2010 through May 2013, where she was responsible for the specialty pharmaceutical and generic drug businesses. Previously, Ms. McHugh was the chief executive officer of Nora Therapeutics, a biotech start-up company focused on developing novel therapies for the treatment of infertility disorders. Before that she served as company group chairman for Johnson & Johnson’s (J&J) worldwide virology business unit, and as president of Centocor, Inc., a J&J subsidiary. While at J&J, Ms. McHugh oversaw the development and launches of several products, including Remicade® (infliximab), Prezista® (darunavir) and Intelence® (etravirine), and she was responsible for oversight of a research and development portfolio including compounds for HIV, hepatitis C and tuberculosis. Prior to joining Centocor, Ms. McHugh led the marketing communications for gastrointestinal drug Prilosec® (omeprazole) at Astra-Merck Inc. Ms. McHugh is an outside board member of Ironwood Pharmaceuticals, Aerie Pharmaceuticals, Lantheus Medical Imaging and Evelo Biosciences, all publicly held companies, and The New Xellia Group, a privately held company. She currently serves on the board of visitors for the Smeal College of Business of the Pennsylvania State University. Ms. McHugh previously served on the board of directors for ViroPharma, Epirus Biopharmaceuticals, the Biotechnology Industry Organization, the Pennsylvania Biotechnology Association and the New England Healthcare Institute. Ms. McHugh received her M.B.A. from St. Joseph’s University and her B.S. from Pennsylvania State University.
Natale S. Ricciardi has been a Senior Advisor since 2013. HCR seeks Mr. Ricciardi’s input on manufacturing issues for all transactions as well as any portfolio investments. He spent nearly four decades at Pfizer Inc. Prior to his retirement in 2011, Mr. Ricciardi served as president, Pfizer Global Manufacturing, senior vice president, Pfizer Inc. and as a member of the Pfizer Executive Leadership Team. In addition to his corporate leadership role, Mr. Ricciardi was directly responsible for all of Pfizer’s internal and external supply organization – a global enterprise with as many as 38,000 employees and
 
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more than 100 manufacturing facilities supplying small and large molecule pharmaceuticals, vaccines, consumer, nutrition and animal health products. His first decade at Pfizer was spent performing technical and supervisory roles in the New York area. Mr. Ricciardi then relocated to Puerto Rico where he led Pfizer’s growing manufacturing operations, which ultimately included sales and marketing in the Caribbean. He returned to the mainland in 1995 as vice president of Manufacturing for Pfizer’s Animal Health Group. In 1999 he was given responsibility for Pfizer’s U.S. manufacturing operations and assumed global responsibilities in 2004. Mr. Ricciardi holds a B.S. in chemical engineering from The City College of New York and an M.B.A. from Fordham University. He currently serves as an outside board member of Dynavax Technologies Corporation, Prestige Consumer Healthcare, Inc., and Rapid Micro Biosystems.
Board Composition
Structure
Following this offering, our board will consist of four members. At each annual meeting of stockholders, all of the directors will (subject to any need to maintain a minimum board quorum) automatically retire and may stand for reelection. The term of the directors will expire upon the next annual meeting of stockholders, or as otherwise provided by our certificate of incorporation.
Our certificate of incorporation, which will be effective upon the closing of this offering, provides that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors. Each of our current directors will continue to serve as a director until the election and qualification of their successor, or until their earlier death, resignation or removal.
We do not have a fixed policy as to whether the chairman of the board should be an independent director and believe that our board of directors should maintain the flexibility to select the chairman and reorganize the leadership structure, from time to time, based on the criteria that is in our best interests and the best interests of our stockholders at such times.
HCR embraces the importance of diversity and inclusion. We hold the diversity of our board of directors as essential in representing diverse perspectives and are committed to enhancing those diverse perspectives in the future.
Director Independence
Under applicable Nasdaq rules, a director will qualify as “independent” if our board of directors affirmatively determines that he or she has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Ownership of a significant amount of shares of our Class A common stock, by itself, does not constitute a material relationship. Because Mr. Futch is our Chief Executive Officer, our board of directors has determined that he does not qualify as an independent director.
The applicable rules and regulations of Nasdaq require us to have a majority of independent directors within one year of the date the shares of our Class A common stock are listed on Nasdaq. Our board has determined that each of Mary Ann Gray, Marc Kozin, and David Wadler meet the categorical standards described above, that none of these directors has a material relationship with us and that each of these directors is “independent” under the applicable rules of Nasdaq.
There is no family relationship among any of our directors or executive officers.
Controlled Company Exemption
Upon the completion of this offering, the Continuing Investor Partnership will beneficially own securities representing approximately 78.2% of the combined voting power of our outstanding shares of Class A common stock and Class B common stock. Under Nasdaq rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance standards, including the requirements that:
 
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•
a majority of our board of directors consist of “independent directors” as defined under the rules of Nasdaq; and
​
•
a corporate governance and nominating committee or compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
​
Because the Continuing Investor Partnership will own securities representing a majority of the combined voting power of our outstanding shares of Class A common stock and Class B common stock, we will be considered a “controlled company” within the meaning of Nasdaq's rules following this offering.
We do not currently intend to avail ourselves of this exemption. However, we may elect to do so at any time for so long as we remain a “controlled company.” Accordingly, until we cease to be a “controlled company,” you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. If we cease to be a “controlled company” and our shares of Class A common stock continue to be listed on Nasdaq, we will be required to comply with these provisions within applicable transition periods.
Committees of the Board of Directors
To support effective governance, our board of directors will delegate certain of its responsibilities to committees. Upon the listing of our Class A common stock on Nasdaq, our board of directors will establish three standing committees — the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee — and may from time to time form other committees.
Audit Committee
Upon the listing of our Class A common stock on Nasdaq, the audit committee will operate pursuant to a written charter. The charter will set forth the responsibilities of the audit committee, which will include:
•
selecting our independent registered public accounting firm;
​
•
reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements;
​
•
pre-approving the fees for services performed;
​
•
reviewing with the independent registered public accounting firm the adequacy of internal control systems; and
​
•
reviewing our annual financial statements and periodic filings and receiving our audit reports and financial statements.
​
The audit committee also will establish guidelines and make recommendations to our board of directors regarding the valuation of our assets. Upon the closing of this offering, the audit committee will be composed of Marc Kozin, David Wadler, and Clarke Futch. Both of Mr. Kozin and Mr. Wadler will be considered independent under the rules of the Nasdaq Global Market. Mr. Wadler will serve as chairman of the audit committee. In addition, our board of directors has determined that Mr. Wadler is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission. In compliance with Nasdaq listing requirements, a majority of the members of the audit committee will be independent directors within 90 days of the date the shares of our Class A common stock are listed on Nasdaq and all of the members of the audit committee will be independent directors within one year of the listing date.
Compensation Committee
Upon the closing of this offering, our compensation committee will be comprised of Mary Ann Gray and Marc Kozin, and Marc Kozin will be chairman of the committee. Our compensation committee will be authorized to, among other matters:
 
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•
determine from time to time the remuneration for our independent directors;
​
•
ensure appropriate leadership development and succession planning is in place; and
​
•
prepare the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement.
​
Our executive officers are not directly compensated by us and, as a result, the Compensation Committee does not produce and/or review and report on executive compensation practices.
The applicable rules and regulations of Nasdaq require us to have one independent compensation committee member upon the closing of this offering, a majority of independent members within 90 days of the date the shares of our Class A common stock are listed on Nasdaq and all independent compensation committee members within one year of the listing date.
Upon the listing of our Class A common stock on Nasdaq, the compensation committee will operate under a written charter, which the compensation committee will review and evaluate at least annually.
Nominating and Corporate Governance Committee
Upon the closing of this offering, our nominating and governance committee will be comprised of Mary Ann Gray and Marc Kozin and Mary Ann Gray will be the chairman of the committee. Our nominating and governance committee is authorized to, among other matters:
•
identify and nominate candidates for election to the board of directors;
​
•
review and recommend the compensation arrangements for certain members of our board of directors;
​
•
develop and recommend to the board of directors a set of corporate governance principles applicable to our company; and
​
•
oversee the evaluation of our board of directors.
​
The applicable rules and regulations of the Nasdaq require us to have one independent nominating and governance committee member upon the closing of this offering, a majority of independent members within 90 days of the date the shares of our Class A common stock are listed on Nasdaq and all independent nominating and governance committee members within one year of the listing date.
Upon the listing of our Class A common stock on Nasdaq, the nominating and corporate governance committee will operate under a written charter, which the nominating and corporate governance committee will review and evaluate at least annually.
Compensation Committee Interlocks and Insider Participation
No member of our compensation committee has at any time been an employee of ours. Our named executive officers do not serve as a member of another entity’s board of directors or compensation committee that has one or more executive officers serving as a member of our board of directors or compensation committee.
Code of Business Conduct and Ethics
Upon the listing of our Class A common stock on Nasdaq, we will adopt a code of business conduct and ethics that applies to all of our directors and the employees and officers of our Manager, including those officers responsible for financial reporting. Upon the closing of this offering, the code of business conduct and ethics will be available on our website. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.
 
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DIRECTOR AND EXECUTIVE COMPENSATION
Director Compensation
We have not yet paid any compensation to our directors. Following the closing of this offering, we intend to pay an annual fee to each independent director equal to $      , a portion of which will consist of an annual equity award with a grant date value of $      . Affiliated directors, however, will not be separately compensated by us. All members of the board of directors will be reimbursed for reasonable costs and expenses incurred in attending meetings of our board of directors. We may determine in the future to adopt a policy for compensation of our independent directors that may include fees for such a director’s service on one or more of the standing committees of our Board of Directors, and may also provide for annual awards of equity.
Named Executive Officers
We consider the following executive officers as our named executive officers:
•
Clarke B. Futch, Chairman and Chief Executive Officer;
​
•
Christopher A. White, President and Chief Financial Officer; and
​
•
Thomas K. Conner, Chief Accounting Officer and Treasurer.
​
All of our named executive officers are employees of the Legacy Manager, and provide all of their services to the Legacy HCR Partnerships under the Legacy Management Agreement between the Legacy HCR Partnerships and the Legacy Manager. Because we are a newly-formed entity that had no operations prior to this offering, we did not have any other executive officers in 2020. Following this offering, we expect our executive officers to be employees of the Manager and to provide their services to Healthcare Royalty, Inc. under the Management Agreements between us and the Manager, to be in effect upon the closing of this offering.
Compensation Discussion and Analysis
Each of our named executive officers is compensated for his services to us by the Legacy Manager and does not receive any compensation directly from us. We do not reimburse the Legacy Manager or any of its affiliates for the compensation of any of our named executive officers and do not make any decisions regarding the amount or nature of their compensation.
For a description of our obligations to pay the Operating and Personnel Payments to the Manager under the Management Agreements following the closing of this offering, as well as the Equity Performance Awards to which our named executive officers will be entitled under the Management Agreements, please see “The Manager — Management Agreements.”
Summary Compensation Table
The following table provides summary information concerning the compensation of our named executive officers for 2020. All such compensation was paid by the Legacy Manager. Following the closing of this offering, all such compensation will be paid by the Manager. Our named executive officers did not receive any equity awards from us for 2020.
Name and Principal Position
​ ​
Year
​ ​
Salary
($)(1)
​ ​
Bonus
($)
​ ​
All Other
Compensation
($)(2)
​ ​
Total
($)
​
Clarke B. Futch
​ ​ ​ ​ 2020 ​ ​ ​ ​ $ 1,250,000 ​ ​ ​ ​ $ 4,584,492 ​ ​ ​ ​ ​  —  ​ ​ ​ ​ $ 5,834,492 ​ ​
   Chairman and Chief Executive Officer
​ ​ ​ ​ ​ ​
Christopher A. White
​ ​ ​ ​ 2020 ​ ​ ​ ​ $ 500,000 ​ ​ ​ ​ $ 910,247 ​ ​ ​ ​ ​  —  ​ ​ ​ ​ $ 1,410,247 ​ ​
   President and Chief Financial Officer
​ ​ ​ ​ ​ ​
Thomas K. Conner
​ ​ ​ ​ 2020 ​ ​ ​ ​ $ 400,000 ​ ​ ​ ​ $ 419,907 ​ ​ ​ ​ ​  —  ​ ​ ​ ​ $ 819,907 ​ ​
   Chief Accounting Officer and Treasurer
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
 
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​
(1)
Reflects salary paid by the Legacy Manager to each named executive officer for services in 2020.
​
(2)
Following the completion of this offering, executives and other employees of the Manager will be entitled to receive Equity Performance Awards determined on a portfolio-by-portfolio basis, as described in “The Manager — Equity Performance Awards.”
​
Potential Payments upon Termination or Change in Control
The Manager will maintain a separation pay plan that provides for an unspecified amount of separation pay upon a qualifying termination of employment, such as in connection with a reduction of force, job elimination or voluntary acceptance of a Manager-initiated termination. Each of the named executive officers would be eligible to participate in this benefit in the absence of an individual employment or separation pay agreement.
Management Agreements
We and Holdings LP will each enter into the Management Agreements with the Manager prior to the closing of this offering pursuant to which the Manager will receive a separate Operating and Personnel Payment for its provision of advisory and management services to our royalty business. To the extent that the Manager outsources any of its functions we will pay the fees associated with such functions on a direct basis without profit to the Manager. See “The Manager — Management Agreements”.
Indemnification Agreements
We expect that we and the Manager, as appropriate, will enter into indemnification agreements with or as to each of the named executive officers and its other officers and our directors, as well as with individuals serving as directors or officers of our or its subsidiaries, providing for the indemnification of, and advancement of expenses to, these persons to the fullest extent permitted by law. See “Certain Relationships and Related Party Transactions — Indemnification of Directors and Officers”.
Related Party Transaction Policy
Our Compensation Committee will review any potential related party transactions referred to it by our board of directors, including consideration of affiliated transaction restrictions applicable to Royalty-Related Transaction decisions of the Manager, acting as our advisor, and Royalty-Related Transactions by us after the this offering that involve certain of our affiliates, including the Manager, or funds advised by them. See “Certain Relationships and Related Party Transactions — Policies and Procedures for Related Party Transactions”.
 
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We describe below transactions and series of similar transactions, during our last three fiscal years or currently proposed, to which we were a party or will be a party, in which:
•
the amounts involved exceeded or will exceed $120,000; and
​
•
any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock had or will have a direct or indirect material interest.
​
Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Director and Executive Compensation”.
The forms of the agreements described in this section are filed as exhibits to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference thereto.
Management Agreements
For a description of the Management Agreements, please refer to “The Manager”.
Holdings LP Partnership Agreement
As a result of the Reorganization Transactions, we will become the direct or indirect owner of all of the Holdings LP Class A Units, which have the sole voting power in Holdings LP (subject to certain exceptions as described herein), and we will continue to own all of the interests of HCRX Master GP, LLC, a Delaware limited liability company and the general partner of Holdings LP (the “General Partner”). As a result we will control the business and affairs of Holdings LP, and through Holdings LP and its subsidiaries, including HCR, conduct our business. The General Partner will determine when distributions will be paid to the limited partners of Holdings LP and the amount of any such distributions. If Holdings LP pays a distribution, such distribution will be paid to us and the Continuing Investor Partnership, pro rata and pari passu in accordance with our respective ownership of Holdings LP Class A Units and Holdings LP Class B Units
Exchange Agreement
The Continuing Investor Partnership will, upon the individual instruction of any of its partners from time to time, in accordance with procedures and limitations as set forth in the Holdings LP Agreement and Exchange Agreement, distribute the Holdings LP Class B Units held on behalf of such partner that are subject to such instruction which will then be exchanged for our Class A common stock (which shares of Class A common stock will be subject to the terms of the underwriters’ “lock-up” agreements entered into in connection with this offering, as well as the one-year “lock-up” agreements entered into by each of the Legacy HCR Partnerships in connection with this offering and the additional transfer restrictions described above and, if applicable, will be held in escrow to satisfy obligations to pay additional carried interest to the Continuing GP Investors, as described above). Any Class A common stock received by limited partners of the Continuing Investor Partnership may be subject to restrictions on sale as further described under “— Additional Transfer Restrictions” below.
Policies and Procedures for Related Party Transactions
Following this offering, we expect to adopt a written Related Person Transaction Policy (the “policy”), which will set forth our policy with respect to the review, approval, ratification and disclosure of all related person transactions by our Compensation Committee. In accordance with the policy, our Compensation Committee will have overall responsibility for implementation of and compliance with the policy.
For purposes of the policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are
 
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or will be a participant and the amount involved exceeded, exceeds or will exceed $120,000 and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest. A “related person transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship that has been reviewed and approved by our board of directors or Compensation Committee.
The policy will require that notice of a proposed related person transaction be provided to our legal department prior to entry into such transaction. If our legal department determines that such transaction is a related person transaction, the proposed transaction will be submitted to our Compensation Committee for consideration. Under the policy, our Compensation Committee may approve only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our stockholders. In the event that we become aware of a related person transaction that has not been previously reviewed, approved or ratified under the policy and that is ongoing or is completed, the transaction will be submitted to the Compensation Committee so that it may determine whether to ratify, rescind or terminate the related person transaction.
The policy will also provide that the Compensation Committee review certain previously approved or ratified related person transactions that are ongoing to determine whether the related person transaction remains in our best interests and the best interests of our stockholders. Additionally, we will make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.
Indemnification of Directors and Officers
We generally will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts on an after tax basis: any director or officer, any director or officer who is or was serving at our request as a director, officer, employee, member, partner, partnership representative, agent, fiduciary or trustee of another person, any person who is named in the registration statement of which this prospectus forms a part as being or about to become a director or a person performing similar functions and any person the board of directors in its sole discretion designates as an indemnitee, which includes the members of the board of directors of Healthcare Royalty, Inc. We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct, subject to the limitations set forth in the following paragraph. We have also agreed to provide this indemnification for criminal proceedings, subject to the limitations set forth in the following paragraph. Any indemnification under these provisions will only be out of our assets.
We may also purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the persons against such liabilities.
In addition, we or our Manager may enter into indemnification agreements with each of our directors and its officers. See “Director and Executive Compensation — Indemnification Agreements.”
Registration Rights Agreements
Certain of our stockholders, including the Continuing Investors, will be provided with certain piggyback and demand registration rights subject to customary limitations and restrictions. See “Shares of Class A Common Stock Eligible for Future Sale — Registration Rights”.
 
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PRINCIPAL AND SELLING STOCKHOLDERS
The following tables set forth information regarding beneficial ownership of our Class A common stock and Class B common stock as of July 20, 2021, by:
•
each of our named executive officers;
​
•
each of our directors and director nominees;
​
•
all of our directors, director nominees and executive officers as a group; and
​
•
each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our Class A common stock or Class B common stock.
​
The numbers of shares of Class A common stock and Class B common stock beneficially owned and percentages of beneficial ownership before this offering that are set forth below are based on the number of shares of Class A common stock and Class B common stock to be issued and outstanding prior to this offering after giving effect to the Reorganization Merger. The number of shares beneficially owned by certain persons following the completion of this offering may be higher than the number of shares beneficially owned before this offering as a result of the allocation of carried interest earned upon completion of this offering. The number of shares beneficially owned by each stockholder after the completion of this offering reflects the crystallization of additional carried interest in connection with the Reorganization Buyback Transaction, but excludes any shares of Escrowed Class A Common Stock which may be released to Continuing GP Investors as Additional Carry Shares or to Continuing LP Investors upon each Crystallization Event, as described in “Organizational Structure — Ownership of Holdings LP Class B Units by Continuing Investor Partnership — Additional Carried Interest”. Certain of our directors and executive officers may receive shares of Escrowed Class A Common Stock upon each Crystallization Event as Continuing GP Investors or Continuing LP Investors. Our directors and executive officers will collectively own approximately 42.3% of the total interests held by the Continuing GP Investors, the remainder of which will be owned by certain former founders, owners and employees of the Manager. The numbers of Class A common stock and Class B common stock beneficially owned and percentages of beneficial ownership after this offering that are set forth below are based on (a) the number of shares of Class A common stock and Class B common stock to be issued and outstanding immediately after this offering and (b) an assumed initial public offering price of $16.00 per share (the midpoint of the range set forth on the cover page of this prospectus). The figures in the column titled “Number of Shares Offered and Repurchased” includes the shares offered by the selling stockholder in this offering and shares subject to repurchase in the Reorganization Buyback Transaction at an assumed initial public offering price of $16.00 per share.
The amounts and percentages of Class A common stock and Class B common stock beneficially owned are reported on the basis of the rules and regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.
The amounts and percentages of Class A common stock and Class B common stock beneficially owned assume there will be no shares of Class A common stock and 278,000,000 shares of Class B common stock outstanding upon completion of the Reorganization Merger, but prior to the completion of this offering, the Debt Financing and the Reorganization Buyback Transactions; and 46,875,000 shares of Class A common stock and 168,625,000 shares of Class B common stock outstanding immediately following the completion of this offering and the Reorganization Transactions. All of the shares of Class B common stock outstanding immediately following the completion of this offering will be held directly by Continuing Investor Partnership. Under the terms of the limited partnership agreement of HCRX Feeder Fund, L.P., subject to compliance with certain requirements, including the execution and delivery of certain instruments providing for the application of escrow and transfer restrictions upon the shares received upon exchange therefor, the holders of limited partnership interests in HCRX
 
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Feeder Fund, L.P. will have the right to exchange their interests therein for Holdings LP Class B Units and shares of Class B common stock. Accordingly, such persons may be deemed to beneficially own the shares of Class B common stock issuable upon exchange of such interests and the shares of Class A common stock issuable upon conversion of such shares of Class B common stock. We have also included such indirect portion of the shares offered by the selling stockholder hereby and subject to repurchase in the Reorganization Buyback Transaction in the applicable row for each of our executive officers, certain of our director nominees and persons who we expect to be the beneficial owner of more than 5% of the outstanding shares of Class A common stock or Class B common stock upon the completion of this offering. Unless otherwise stated below, the shares of Class A common stock and Class B common stock beneficially owned by each of our executive officers will be held directly by HCRX Feeder Fund, L.P.
Unless otherwise noted below, the address of the persons listed on the table is c/o Healthcare Royalty, Inc., 300 Atlantic St., Suite 600 Stamford, Connecticut 06901. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Class A common stock.
The following table assumes the underwriters’ option to purchase additional shares of Class A common stock is not exercised.
​ ​ ​
Class A Common Stock
Beneficially Owned(1)
​ ​
Class B Common Stock
Beneficially Owned(1)
​ ​
Combined Voting Power
​
Name of Beneficial Owner
​ ​
Before this
Offering
​ ​
Number of
Shares
Offered
and
Repurchased
​ ​
After this
Offering
​ ​
Before this
Offering
​ ​
After this
Offering
​ ​
Before this
Offering
​ ​
After this
Offering
​
​
Number
​ ​
Number
​ ​
Percent
​ ​
Number
​ ​
Percent
​ ​
Number
​ ​
Percent
​ ​
Percent
​ ​
Percent
​
5% Equity Holders and Selling Stockholder
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
HFR III, C.V.(4)
​ ​ ​ ​ 55,141,533 ​ ​ ​ ​ ​ 21,694,622 ​ ​ ​ ​ ​ 31,474,627 ​ ​ ​ ​ ​ 40.2% ​ ​ ​ ​ ​ 55,141,533 ​ ​ ​ ​ ​ 19.8% ​ ​ ​ ​ ​ 31,474,627 ​ ​ ​ ​ ​ 18.7% ​ ​ ​ ​ ​ 19.8% ​ ​ ​ ​ ​ 14.6% ​ ​
Railway Pension Investments Limited(5)
​ ​ ​ ​ 41,570,363 ​ ​ ​ ​ ​ 16,355,247 ​ ​ ​ ​ ​ 23,773,330 ​ ​ ​ ​ ​ 33.7% ​ ​ ​ ​ ​ 41,570,363 ​ ​ ​ ​ ​ 15.0% ​ ​ ​ ​ ​ 23,773,330 ​ ​ ​ ​ ​ 14.1% ​ ​ ​ ​ ​ 15.0% ​ ​ ​ ​ ​ 11.0% ​ ​
Missouri Local Government Employees Retirement System(6)
​ ​ ​ ​ 26,363,257 ​ ​ ​ ​ ​ 10,372,234 ​ ​ ​ ​ ​ 15,221,586 ​ ​ ​ ​ ​ 24.5% ​ ​ ​ ​ ​ 26,363,257 ​ ​ ​ ​ ​ 9.5% ​ ​ ​ ​ ​ 15,221,586 ​ ​ ​ ​ ​ 9.0% ​ ​ ​ ​ ​ 9.5% ​ ​ ​ ​ ​ 7.1% ​ ​
PE Premier Healthcare Royalty Partners III Feeder Fund LP(7)
​ ​ ​ ​ 18,771,531 ​ ​ ​ ​ ​ 7,385,382 ​ ​ ​ ​ ​ 10,422,152 ​ ​ ​ ​ ​ 18.2% ​ ​ ​ ​ ​ 18,771,531 ​ ​ ​ ​ ​ 6.8% ​ ​ ​ ​ ​ 10,422,152 ​ ​ ​ ​ ​ 6.2% ​ ​ ​ ​ ​ 6.8% ​ ​ ​ ​ ​ 4.8% ​ ​
Selling Stockholder ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
HCRX Feeder Fund, L.P.(3)
​ ​ ​ ​ 278,000,000 ​ ​ ​ ​ ​ 15,625,000 ​ ​ ​ ​ ​ 168,625,000 ​ ​ ​ ​ ​ 78.2% ​ ​ ​ ​ ​ 278,000,000 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 168,625,000 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 78.2% ​ ​
Directors, Director Nominees and Named Executive Officers
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Clarke B. Futch(8)
​ ​ ​ ​ 837,853 ​ ​ ​ ​ ​ 329,640 ​ ​ ​ ​ ​ 3,988,783 ​ ​ ​ ​ ​ 7.8% ​ ​ ​ ​ ​ 837,853 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 3,988,783 ​ ​ ​ ​ ​ 2.4% ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 1.9% ​ ​
Chris A. White(9)
​ ​ ​ ​ 111,896 ​ ​ ​ ​ ​ 44,022 ​ ​ ​ ​ ​ 502,571 ​ ​ ​ ​ ​ 1.1% ​ ​ ​ ​ ​ 111,896 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 502,571 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​
Timothy R.M. Bryant
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 134,416 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 134,416 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​
Thomas K. Conner(10)
​ ​ ​ ​ 59,815 ​ ​ ​ ​ ​ 23,534 ​ ​ ​ ​ ​ 305,433 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 59,815 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 305,433 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​
Carlos M. Almodóvar(11)
​ ​ ​ ​ 24,717 ​ ​ ​ ​ ​ 9,725 ​ ​ ​ ​ ​ 171,659 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 24,717 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 171,659 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​
Mary Ann Gray(12)
​ ​ ​ ​ 15,625 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 15,625 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​
Marc Kozin(13)
​ ​ ​ ​ 103,799 ​ ​ ​ ​ ​ 34,691 ​ ​ ​ ​ ​ 69,108 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 88,174 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 53,483 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​
David Wadler(14)
​ ​ ​ ​ 8,664,579 ​ ​ ​ ​ ​ 3,402,804 ​ ​ ​ ​ ​ 4,952,562 ​ ​ ​ ​ ​ 9.6% ​ ​ ​ ​ ​ 8,648,954 ​ ​ ​ ​ ​ 3.1% ​ ​ ​ ​ ​ 4,952,562 ​ ​ ​ ​ ​ 2.9% ​ ​ ​ ​ ​ 3.1% ​ ​ ​ ​ ​ 2.3% ​ ​
All executive officers, director nominees and directors as a group (eight persons)(15)
​ ​ ​ ​ 9,818,284 ​ ​ ​ ​ ​ 3,844,416 ​ ​ ​ ​ ​ 10,140,157 ​ ​ ​ ​ ​ 17.8% ​ ​ ​ ​ ​ 9,771,409 ​ ​ ​ ​ ​ 3.5% ​ ​ ​ ​ ​ 10,108,907 ​ ​ ​ ​ ​ 6.0% ​ ​ ​ ​ ​ 3.5% ​ ​ ​ ​ ​ 4.7% ​ ​
​
*
Less than 1%.
​
(1)
Following the Reorganization Transactions, the Continuing Investors will indirectly own Holdings LP Class B Units and a corresponding number of shares of Class B common stock held by the applicable limited partnership and will be entitled to one vote for each share of Class B common stock held by them.
​
(2)
Percentage equals 100% for each stockholder because all of the shares outstanding immediately following the Reorganization Merger and prior to the closing of this offering and the Reorganization Buyback Transaction will be shares of Class B common stock.
​
 
145
 
(3)
EPA Holdings is the general partner of HCRX Feeder Fund, L.P., and, accordingly may be deemed to have beneficial ownership of the securities owned directly thereby. EPA Holdings is an affiliate of the Manager and is owned by Vanderbilt EPA, LLC. Mr. Futch is the sole member of Vanderbilt EPA, LLC. Accordingly, each of Mr. Futch, Vanderbilt EPA, LLC and EPA Holdings may be deemed to have beneficial ownership of the securities beneficially owned by EPA Holdings, including the shares held directly by HCRX Feeder Fund, L.P. Each such person disclaims beneficial ownership of such securities except to the extent of his or its respective pecuniary interest therein. The address of each of EPA Holdings, HCRX Feeder Fund, L.P. and Vanderbilt EPA, LLC is 300 Atlantic Street, Suite 600, Stamford, CT 06901. The number of shares offered consists solely of shares offered by the selling stockholder hereby. Beneficial ownership after this offering also reflects the Reorganization Buyback Transaction.
​
(4)
HFR III, C.V. (“HFR III”) is a Dutch limited partnership that is an indirect, wholly-owned subsidiary of Stichting Pensioenfonds ABP (“ABP”). In addition, APG Asset Management US Inc. (“APG”) is the sole director of the general partner of HFR III. As a result, each of ABP and APG may be deemed to share beneficial ownership of securities beneficially owned by HFR III. With respect to the voting and disposition of securities, ABP has delegated all authority to APG. APG’s investment decisions are, in turn, governed by an investment committee comprising six members, whose Chair is APG’s Chief Investment Officer (“CIO”). Investment committee decisions as to voting or disposing of the securities are taken by the Chair (or substitute Chair) based upon the input provided by each committee member. The address of each of HFR III and ABP is Oude Lindestraat 70, Postbus 6401, DL Heerlen, P7 00000 Netherlands. The address of APG is 666 Third Avenue, 2nd Floor, New York, NY 10017. Shares offered includes 3,099,231 shares offered by the selling stockholder and 18,595,391 shares to be purchased in the Reorganization Buyback Transaction.
​
(5)
The reporting person’s public markets investment activity is overseen by a Public Markets Approval Committee, which comprises a group of three or more individuals and has authority to vote or dispose of the securities by majority vote of such group. The address of the stockholder is 100 Liverpool street, London, EC2M At, United Kingdom. Shares offered includes 2,336,465 shares offered by the selling stockholder and 14,018,782 shares to be repurchased in the Reorganization Buyback Transaction.
​
(6)
The address of the stockholder is 701 W, Main Street, Jefferson City, MO 65108. Shares offered includes 1,481,747 shares offered by the selling stockholder and 8,890,487 shares to be purchased in the Reorganization Buyback Transaction. The reporting person is governed by a Board of Trustees that has delegated the authority to vote and dispose of the shares to Brian K. Collett, its Chief Investment Officer.
​
(7)
The address of the stockholder is 60 East 42nd Street, New York, NY 10165. Shares offered includes 1,055,055 shares offered by the selling stockholder and 6,330,327 shares to be purchased in the Reorganization Buyback Transaction. The stockholder’s general partner is iCapital Strategies, LLC. Certain decisions or actions with respect to the stockholder are made by its general partner. Certain other decisions or actions are passed through to the investors of the stockholder for their vote or consent with respect to such decision or action. Where iCapital Strategies, LLC takes action on behalf of the stockholder, such matter would generally be brought before an oversight committee, which consists of three or more members. Such decisions require action by the committee and are not made by individual members thereof. Accordingly, pursuant to the “Rule of Three” interpretation of beneficial ownership under the Exchange Act, no individual has voting or dispositive power with respect to the securities and no such person may be deemed to have beneficial ownership thereof.
​
(8)
Shares offered includes 47,091 shares offered by the selling stockholder and 282,549 shares to be purchased in the Reorganization Buyback Transaction. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, the stockholder would beneficially own 9,239,027 Additional Carry Shares, increasing the combined voting power of the shares beneficially owned by such person to 4.3%. Based upon the maximum applicable price per share at each Crystallization Event, the stockholder would beneficially own 10,924,807 Additional Carry Shares, increasing the combined voting power of the shares beneficially owned by such person to 5.1%.
​
(9)
Shares offered includes indirect beneficial ownership in 6,288 shares offered by the selling stockholder, of which 1,223 shares are indirectly owned through CJT Investment Holdings LLC, a limited liability company of which the stockholder is a managing member and may be deemed to have voting and dispositive power over such shares (“CJT” ), and 37,734 shares to be purchased in the Reorganization Buyback Transaction, of which 7,336 shares are beneficially owned by the stockholder through CJT. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, the stockholder would beneficially own 1,158,599 Additional Carry Shares, of which 13,195 shares would be beneficially owned by the stockholder through CJT. Based upon the maximum applicable price per share at each Crystallization Event, the stockholder would beneficially own 1,359,099 Additional Carry Shares, of which 13,195 shares would be beneficially owned by the stockholder through CJT.
​
(10)
Shares offered includes 3,362 shares offered by the selling stockholder and 20,172 shares to be purchased in the Reorganization Buyback Transaction. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, the stockholder would beneficially own 688,469 Additional Carry Shares. Based upon the maximum applicable price per share at each Crystallization Event, the stockholder would beneficially own 803,207 Additional Carry Shares.
​
(11)
Shares offered includes 1,390 shares offered by the selling stockholder and 8,335 shares to be purchased in the Reorganization Buyback Transaction. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, the stockholder would beneficially own 374,773 Additional Carry Shares. Based upon the maximum applicable price per share at each Crystallization Event, the stockholder would beneficially own 440,751 Additional Carry Shares.
​
(12)
Consists of shares of restricted stock with a grant date fair value of $250,000 to be awarded to each independent director upon commencement of board service, assuming a value per share equal to the midpoint of the price range set forth on the cover page of this prospectus.
​
(13)
Includes shares of restricted stock with a grant date fair value of $250,000 to be awarded to each independent director upon commencement of board service, assuming a value per share equal to the midpoint of the price range set forth on the cover page of this prospectus. Also includes shares beneficially owned through the Marc D. Kozin Revocable Trust of which Mr. Kozin is a trustee and beneficiary. Shares offered includes 4,956 shares offered by the selling stockholder and 29,735 shares to be purchased in the Reorganization Buyback Transaction.
​
 
146
 
(14)
Includes shares of restricted stock with a grant date fair value of $250,000 to be awarded to each independent director upon commencement of board service, assuming a value per share equal to the midpoint of the price range set forth on the cover page of this prospectus. Also includes shares beneficially owned through Bleecker Holdings HLP (“Bleecker”) which is a wholly-owned subsidiary of New Holland Bleecker Fund L.P. (“NHB”). Mr. Wadler is a principal of New Holland Capital, LLC (“NHC”), a registered investment advisor that controls NHB. Accordingly, Mr. Wadler may be deemed to beneficially own securities beneficially owned by Bleecker. Shares offered includes 486,115 shares offered by the selling stockholder and 2,916,689 shares to be purchased in the Reorganization Buyback Transaction.
​
(15)
Includes shares of restricted stock with a grant date fair value of $250,000 to be awarded to each independent director upon commencement of board service, assuming a value per share equal to the midpoint of the price range set forth on the cover page of this prospectus. Also includes 549,202 shares offered by the selling stockholder and 3,295,214 shares to be purchased in the Reorganization Buyback Transaction. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, such persons would beneficially own 16,135,779 Additional Carry Shares. Based upon the maximum applicable price per share at each Crystallization Event, such persons would beneficially own 18,023,931 Additional Carry Shares.
​
The following table assumes the underwriters’ option to purchase additional shares of Class A common stock is exercised in full.
​ ​ ​
Class A Common Stock
Beneficially Owned(1)
​ ​
Class B Common Stock
Beneficially Owned(1)
​ ​
Combined Voting Power
​
​ ​ ​
Before this
Offering
​ ​
Number of
Shares
Offered
​ ​
After this
Offering
​ ​
Before this
Offering
​ ​
After this
Offering
​ ​
Before this
Offering
​ ​
After this
Offering
​ ​
Name of Beneficial Owner
​ ​
Number
​ ​
Number
​ ​
Percent
​ ​
Number
​ ​
Percent
​ ​
Number
​ ​
Percent
​ ​
Percent
​ ​
Percent
​ ​
5% Equity Holders and Selling
Stockholder
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
HFR III, C.V.(4)
​ ​ ​ ​ 55,141,533 ​ ​ ​ ​ ​ 22,391,949 ​ ​ ​ ​ ​ 30,777,300 ​ ​ ​ ​ ​ 36.3% ​ ​ ​ ​ ​ 55,141,533 ​ ​ ​ ​ ​ 19.8% ​ ​ ​ ​ ​ 31,474,627 ​ ​ ​ ​ ​ 18.7% ​ ​ ​ ​ ​ 19.8% ​ ​ ​ ​ ​ 14.1% ​ ​ ​
Railway Pension Investments Limited(5)
​ ​ ​ ​ 41,570,363 ​ ​ ​ ​ ​ 16,880,951 ​ ​ ​ ​ ​ 23,247,626 ​ ​ ​ ​ ​ 30.1% ​ ​ ​ ​ ​ 41,570,363 ​ ​ ​ ​ ​ 15.0% ​ ​ ​ ​ ​ 23,773,330 ​ ​ ​ ​ ​ 14.1% ​ ​ ​ ​ ​ 15.0% ​ ​ ​ ​ ​ 10.7% ​ ​ ​
Missouri Local Government Employees Retirement System(6)
​ ​ ​ ​ 26,363,257 ​ ​ ​ ​ ​ 10,705,627 ​ ​ ​ ​ ​ 14,888,193 ​ ​ ​ ​ ​ 21.6% ​ ​ ​ ​ ​ 26,363,257 ​ ​ ​ ​ ​ 9.5% ​ ​ ​ ​ ​ 15,221,586 ​ ​ ​ ​ ​ 9.0% ​ ​ ​ ​ ​ 9.5% ​ ​ ​ ​ ​ 6.8% ​ ​ ​
PE Premier Healthcare Royalty Partners III Feeder Fund LP(7)
​ ​ ​ ​ 18,771,531 ​ ​ ​ ​ ​ 7,622,769 ​ ​ ​ ​ ​ 10,184,765 ​ ​ ​ ​ ​ 15.9% ​ ​ ​ ​ ​ 18,771,531 ​ ​ ​ ​ ​ 6.8% ​ ​ ​ ​ ​ 10,422,152 ​ ​ ​ ​ ​ 6.2% ​ ​ ​ ​ ​ 6.8% ​ ​ ​ ​ ​ 4.7% ​ ​ ​
Selling Stockholder ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
HCRX Feeder Fund, L.P.(3)
​ ​ ​ ​ 278,000,000 ​ ​ ​ ​ ​ 19,140,625 ​ ​ ​ ​ ​ 165,109,375 ​ ​ ​ ​ ​ 75.4% ​ ​ ​ ​ ​ 278,000,000 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 165,109,375 ​ ​ ​ ​ ​ 97.9% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 74.2% ​ ​ ​
Director and Named Executive
Officers
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Clarke B. Futch(8)
​ ​ ​ ​ 837,853 ​ ​ ​ ​ ​ 340,236 ​ ​ ​ ​ ​ 3,978,187 ​ ​ ​ ​ ​ 6.9% ​ ​ ​ ​ ​ 837,853 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 3,988,783 ​ ​ ​ ​ ​ 2.4% ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 1.9% ​ ​ ​
Chris A. White(9)
​ ​ ​ ​ 111,896 ​ ​ ​ ​ ​ 45,437 ​ ​ ​ ​ ​ 501,156 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 111,896 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 502,571 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​
Timothy R.M. Bryant
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 134,416 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 134,416 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​
Thomas K. Conner(10)
​ ​ ​ ​ 59,815 ​ ​ ​ ​ ​ 24,290 ​ ​ ​ ​ ​ 304,677 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 59,815 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 305,433 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​
Carlos M. Almodovar(11)
​ ​ ​ ​ 24,717 ​ ​ ​ ​ ​ 10,038 ​ ​ ​ ​ ​ 171,346 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 24,717 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 171,659 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​
Mary Ann Gray(12)
​ ​ ​ ​ 15,625 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 15,625 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​
Marc Kozin(13)
​ ​ ​ ​ 103,799 ​ ​ ​ ​ ​ 35,806 ​ ​ ​ ​ ​ 67,993 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 88,174 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 53,483 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ ​
David Wadler(14)
​ ​ ​ ​ 8,664,579 ​ ​ ​ ​ ​ 3,512,180 ​ ​ ​ ​ ​ 4,843,186 ​ ​ ​ ​ ​ 8.2% ​ ​ ​ ​ ​ 8,648,954 ​ ​ ​ ​ ​ 3.1% ​ ​ ​ ​ ​ 4,952,562 ​ ​ ​ ​ ​ 2.9% ​ ​ ​ ​ ​ 3.1% ​ ​ ​ ​ ​ 2.2% ​ ​ ​
All executive officers and directors
as a group (eight persons)(15)
​ ​ ​ ​ 9,818,284 ​ ​ ​ ​ ​ 3,967,987 ​ ​ ​ ​ ​ 10,016,586 ​ ​ ​ ​ ​ 15.7% ​ ​ ​ ​ ​ 9,771,409 ​ ​ ​ ​ ​ 3.5% ​ ​ ​ ​ ​ 10,108,907 ​ ​ ​ ​ ​ 6.0% ​ ​ ​ ​ ​ 3.5% ​ ​ ​ ​ ​ 4.5% ​ ​ ​
​
*
Less than 1%
​
(1)
Following the Reorganization Transactions, the Continuing Investors will indirectly own Holdings LP Class B Units and a corresponding number of shares of Class B common stock held by the applicable limited partnership and will be entitled to one vote for each shares of Class B common stock held by them.
​
(2)
Percentage equals 100% for each stockholder because all of the shares outstanding immediately following the Reorganization Merger and prior to this offering and the Reorganization Buyback Transaction will be shares of Class B common stock.
​
(3)
EPA Holdings is the general partner of HCRX Feeder Fund, L.P., and, accordingly, may be deemed to have beneficial ownership of the securities owned directly thereby. EPA Holdings is an affiliate of the Manager and is owned by Vanderbilt EPA, LLC. Mr. Futch is the sole member of Vanderbilt EPA, LLC. Accordingly, each of Mr. Futch, Vanderbilt EPA, LLC and EPA Holdings may be deemed to have beneficial ownership of the securities beneficially owned by EPA Holdings, including the shares held directly by HCRX Feeder Fund, L.P. Each such person disclaims beneficial ownership of such securities except to the extent of his or its respective pecuniary interest therein. The number of shares offered hereby consists solely of shares offered by the selling stockholder hereby. Beneficial ownership after this offering also reflects the Reorganization Buyback Transaction.
​
 
147
 
(4)
As described in footnote 4 to the preceding table, each of ABP and PG may be deemed to share beneficial ownership of securities beneficially owned by HFR III. With respect to the voting and disposition of securities, ABP has delegated all authority to APG. APG’s investment decisions are, in turn, governed by an investment committee comprising six members, whose Chair is APG’s Chief Investment Officer. Investment committee decisions as to voting or disposing of the securities are taken by the Chair (or substitute Chair) based upon the input provided by each committee member. Shares offered includes 3,796,558 shares offered by the selling stockholder and 18,595,391 shares to be purchased in the Reorganization Buyback Transaction.
​
(5)
Shares offered includes 2,862,169 shares offered by the selling stockholder and 14,018,782 shares to be purchased in the Reorganization Buyback Transaction. The reporting person’s public markets investment activity is overseen by a Public Markets Approval Committee, which comprises a group of three or more individuals and has authority to vote or dispose of the securities by majority vote of such group.
​
(6)
Shares offered includes 1,815,140 shares offered by the selling stockholder and 8,890,487 shares to be purchased in the Reorganization Buyback Transaction. The reporting person is governed by a Board of Trustees that has delegated the authority to vote and dispose of the shares to Brian K. Collett, its Chief Investment Officer.
​
(7)
Shares offered includes 1,292,442 shares offered by the selling stockholder and 6,330,327 shares to be purchased in the Reorganization Buyback Transaction. The stockholder’s general partner is iCapital Strategies, LLC. Certain decisions or actions with respect to the stockholder are made by its general partner. Certain other decisions or actions are passed through to the investors of the stockholder for their vote or consent with respect to such decision or action. Where iCapital Strategies, LLC takes action on behalf of the stockholder, such matter would generally be brought before an oversight committee, which consists of three or more members. Such decisions require action by the committee and are not made by individual members thereof. Accordingly, pursuant to the “Rule of Three” interpretation of beneficial ownership under the Exchange Act, no individual has voting or dispositive power with respect to the securities and no such person may be deemed to have beneficial ownership thereof.
​
(8)
Shares offered includes 57,687 shares offered by the selling stockholder and 282,549 shares to be purchased in the Reorganization Buyback Transaction. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, the stockholder would beneficially own 9,239,027 Additional Carry Shares, increasing the combined voting power of the shares beneficially owned by such person to 4.2%. Based upon the maximum applicable price per share at each Crystallization Event, the stockholder would beneficially own 10,924,807 Additional Carry Shares, increasing the combined voting power of the shares of beneficially owned by such person to 4.9%.
​
(9)
Shares offered includes 7,703 shares offered by the selling stockholder, of which 1,498 shares are beneficially owned by the stockholder through CJT, and 37,734 shares to be purchased in the Reorganization Buyback Transaction, of which 7,336 shares are beneficially owned through CJT. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, the stockholder would beneficially own 1,158,599 Additional Carry Shares, of which 13,195 shares would be beneficially owned by the stockholder through CJT. Based upon the maximum applicable price per share at each Crystallization Event, the stockholder would beneficially own 1,359,099 Additional Carry Shares, of which 13,195 shares would be beneficially owned by the stockholder through CJT.
​
(10)
Shares offered includes 4,118 shares offered by the selling stockholder and 20,172 shares to be purchased in the Reorganization Buyback Transaction. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, the stockholder would beneficially own 688,469 Additional Carry Shares. Based upon the maximum applicable price per share at each Crystallization Event, the stockholder would beneficially own 803,207 Additional Carry Shares.
​
(11)
Shares offered includes 1,703 shares offered by the selling stockholder and 8,335 shares to be purchased in the Reorganization Buyback Transaction. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, the stockholder would beneficially own 374,773 Additional Carry Shares. Based upon the maximum applicable price per share at each Crystallization Event, the stockholder would beneficially own 440,751 Additional Carry Shares.
​
(12)
Consists of shares of restricted stock with a grant date fair value of $250,000 to be awarded to each independent director upon commencement of board service, assuming a value per share equal to the midpoint of the price range set forth on the cover page of this prospectus.
​
(13)
See note 13 to the preceding table. Includes shares of restricted stock with a grant date fair value of $250,000 to be awarded to each independent director upon commencement of board service, assuming a value per share equal to the midpoint of the price range set forth on the cover page of this prospectus. Also includes 6,071 shares offered by the selling stockholder and 29,735 shares to be purchased in the Reorganization Buyback Transaction.
​
(14)
See note 14 to the preceding table. Includes shares of restricted stock with a grant date fair value of $250,000 to be awarded to each independent director upon commencement of board service, assuming a value per share equal to the midpoint of the price range set forth on the cover page of this prospectus. Also includes 595,491 shares offered by the selling stockholder and 2,916,689 shares shares to be purchased in the Reorganization Buyback Transaction.
​
(15)
Includes shares of restricted stock with a grant date fair value of $250,000 to be awarded to each independent director upon commencement of board service, assuming a value per share equal to the midpoint of the price range set forth on the cover page of this prospectus. Also includes 672,773 shares offered by the selling stockholder and 3,295,214 shares to be purchased in the Reorganization Buyback Transaction. Based upon an applicable price per share at each Crystallization Event equal to the midpoint of the price range on the cover page of this prospectus, such persons would beneficially own 16,135,779 Additional Carry Shares. Based upon the maximum applicable price per share at each Crystallization Event, such persons would beneficially own 18,023,931 Additional Carry Shares.
​
 
148
 
DESCRIPTION OF CAPITAL STOCK
In connection with this offering, we will amend and restate our certificate of incorporation and our bylaws. The following is a description of the material terms of, and is qualified in its entirety by, our certificate of incorporation and bylaws, each of which will be in effect upon the closing of this offering, the forms of which are filed as exhibits to the registration statement of which this prospectus forms a part. Under “Description of Capital Stock”, “we”, “us”, “our” and “our company” refer to Healthcare Royalty, Inc.
General
Upon the closing of this offering, our authorized capital stock will consist of 500,000,000 shares of Class A common stock, par value $0.01 per share, 400,000,000 shares of Class B common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.
Common Stock
Class A Common Stock
Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of shares of our Class A common stock do not have cumulative voting rights in the election of directors.
Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.
Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.
All shares of our Class A common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable. Shares of Class A common stock will not be subject to further calls or assessments by us. The rights, powers and privileges of our Class A common stock will be subject to those of the holders of any shares of our preferred stock or any other series or class of stock we may authorize and issue in the future.
Class B Common Stock
Each share of Class B common stock will entitle its holder to one vote per share on all matters submitted to a vote of our stockholders. If at any time the ratio at which Holdings LP Class B Units are redeemable or exchangeable for shares of our Class A common stock changes from one-for-one as described under “Certain Relationships and Related Party Transactions — Holdings LP Partnership Agreement”, the number of votes to which holders of Class B common stock are entitled will be adjusted accordingly. The holders of shares of our Class B common stock do not have cumulative voting rights in the election of directors.
Except for transfers to us pursuant to the Holdings LP partnership agreement or to certain permitted transferees, the Holdings LP Class B Units and corresponding shares of Class B common stock may not be sold, transferred or otherwise disposed of. Holders of shares of our Class B common stock will vote together with holders of shares of our Class A common stock as a single class on all matters on which stockholders are entitled to vote, except as otherwise required by law.
 
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Shares of Class B common stock are not entitled to economic interests in Healthcare Royalty, Inc. Holders of shares of our Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Healthcare Royalty, Inc. However, if Holdings LP makes distributions to us, the other holders of Holdings LP Class B Units, including the Continuing Investor Partnership, will be entitled to receive distributions pro rata in accordance with the percentages of their respective Holdings LP Class B Units. Shares of Class B common stock will not be subject to further calls or assessment by us.
Preferred Stock
No shares of preferred stock will be issued or outstanding immediately after the offering contemplated by this prospectus. Our certificate of incorporation will authorize our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by holders of our common stock. Our board of directors will be able to determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, including, without limitation:
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the designation of the series;
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the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);
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whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
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the dates at which dividends, if any, will be payable;
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the redemption rights and price or prices, if any, for shares of the series;
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the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
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the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our company;
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whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
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restrictions on the issuance of shares of the same series or of any other class or series; and
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the voting rights, if any, of the holders of the series.
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We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of our common stock might believe to be in their best interests or in which the holders of our common stock might receive a premium over the market price of the shares of common stock. Additionally, the issuance of preferred stock may adversely affect the holders of our common stock by restricting dividends on the common stock, diluting the voting power of the common stock or subordinating the liquidation rights of the common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock.
Dividends
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our board
 
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of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See the section titled “Dividend Policy” for additional information.
Certain Anti-Takeover, Limited Liability and Indemnification Provisions
Certain provisions in our certificate of incorporation and amended and restated bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.
No Cumulative Voting
Our certificate of incorporation will provide that stockholders do not have the right to cumulative votes in the election of directors.
Stockholder Action by Written Consent
Our certificate of incorporation will provide that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Our bylaws will further provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our Chief Executive Officer or our President, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our amended and restated bylaws will provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder’s notice generally must be delivered to and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, that, in the event that the date of such meeting is advanced more than 30 days prior to, or delayed by more than 60 days after, the anniversary of the preceding year’s annual meeting of our stockholders, a stockholder’s notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. Our amended and restated bylaws will also specify certain requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.
Special Meetings of Stockholders
Subject to the rights of the preferred stock, special meetings of our stockholders may be called only by the chairman of our board of directors or by a resolution adopted by a majority of our board of directors. Stockholders are not permitted to call a special meeting of stockholders, to require that the
 
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chairman call such a special meeting, or to require that our board of directors request the calling of a special meeting of stockholders.
Removal of Directors
Our certificate of incorporation will provide that our directors may be removed only for cause by the affirmative vote of at least 66 2/3% of the voting power of our outstanding common stock. This requirement of a supermajority vote to remove directors could enable a minority of our stockholders to prevent a change in the composition of our board.
Limitation of Officer and Director Liability and Indemnification Agreements
Our certificate of incorporation will limit the liability of our directors to the fullest extent permitted by the DGCL and provides that we will provide them with customary indemnification. We expect to enter into indemnification agreements with each of our executive officers and directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf.
Forum Selection
Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a breach of a duty (including any fiduciary duty owed by any current or former director, officer, stockholder, employee or agent of the Company or our stockholders), (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Our certificate of incorporation and our amended and restated bylaws further provide that any person or entity purchasing, otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and consented to the forum selection clause. It is possible that a court of law could rule that the choice of forum provisions contained in our certificate of incorporation and bylaws are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings and it is possible that a court could find our forum selection provision to be inapplicable or unenforceable.
In the event that the Court of Chancery lacks jurisdiction over any such action or proceeding, our amended and restated certificate of incorporation will provide that the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware. The exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Securities Act and the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the rules and regulations promulgated thereunder, including all causes of action asserted against any defendant named in such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. However, as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such provision. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Delaware Anti-Takeover Law
We will be governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination”
 
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with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
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the business combination or transaction which resulted in the stockholder becoming an interested stockholder was approved by the board of directors prior to the time that the stockholder became an interested stockholder;
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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
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In general, Section 203 defines a “business combination” to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing changes in control of our company.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock will be                 .
Securities Exchange
We have applied to list the shares of Class A common stock on the Nasdaq Global Market under the symbol “HCRX”.
 
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DESCRIPTION OF INDEBTEDNESS
Prior to the completion of this offering, we expect that Investments LP, an indirect subsidiary of the Company (the “Borrower” or the “Issuer”) to enter into the Term Loan, a seven-year $850 million Senior Secured Term Loan B and the New Credit Facility, a five-year $550 million Senior Secured Revolving Credit Facility. The completion of our initial public offering will be a condition to our ability to borrow under the Term Loan and New Credit Facility.
Borrowings under the New Credit Facility will bear interest at a rate equal to, at our option, either (a) an alternate base rate determined by reference to the higher of (1) prime rate in effect on such day,(2) the federal funds effective rate plus 1/2 of 1.00% and (3) the one-month LIBOR rate plus 1.00%, or (b) a LIBOR rate with respect to any Eurodollar borrowing, determined by reference to the costs of funds for U.S. dollar deposits in the London Interbank Market for the interest period relevant to such borrowing, adjusted for certain additional costs, in each case plus an applicable margin. In the event that LIBOR ceases, the interest rate on the New Credit Facility will be the first alternative rate that the administrative agent can determine. We will also pay a facility fee of 0.25% per annum of the committed unused amount of the New Credit Facility, subject to a step-down to 0.125% upon meeting certain leverage conditions.
All obligations under the New Credit Facility are unconditionally guaranteed by (i) HCRX Intermediate Holdco, L.P., (ii) HCRX Master GP, LLC (with limited recourse to its pledge of the GP interest in the Borrower) and (iii) certain of the Borrower’s existing and future wholly-owned domestic subsidiaries, subject to certain exceptions. All obligations under the New Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by (i) all of the Borrower’s capital stock, and (ii) substantially all of its material owned assets and the material owned assets of subsidiary guarantors, including perfected security interests in substantially all material tangible and intangible assets owned by the Borrower and each subsidiary guarantor, subject to certain exceptions.
The New Credit Facility contains customary provisions relating to mandatory prepayments, voluntary payments, affirmative and negative covenants and events of default; and the Company will be required to comply with a maximum Consolidated Total Net Leverage Ratio of 4.50 to 1.00 based upon the ratio of our net funded debt to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the period of four consecutive fiscal quarters most recently ended, commencing with the fiscal quarter ending December 31, 2021.
Borrowings under the Term Loan will bear interest at a rate equal to, at our option, either (a) an alternate base rate determined by reference to the higher of (1) prime rate in effect on such day,(2) the federal funds effective rate plus 1/2 of 1.00% and (3) the one-month LIBOR rate plus 1.00%, or (b) a LIBOR rate with respect to any Eurodollar borrowing, determined by reference to the costs of funds for U.S. dollar deposits in the London Interbank Market for the interest period relevant to such borrowing, adjusted for certain additional costs, in each case plus an applicable margin.
All obligations under the Term Loan are unconditionally guaranteed by (i) HCRX Intermediate Holdco, L.P., (ii) HCRX Master GP, LLC (with limited recourse to its pledge of the GP interest in the Borrower) and (iii) certain of the Borrower’s existing and future wholly-owned domestic subsidiaries, subject to certain exceptions. All obligations under the Term Loan, and the guarantees of those obligations, are secured, subject to certain exceptions, by (i) all of the Borrower’s capital stock, and (ii) substantially all of its material owned assets and the material owned assets of subsidiary guarantors, including perfected security interests in substantially all material tangible and intangible assets owned by the Borrower and each subsidiary guarantor, subject to certain exceptions.
The Term Loan contains customary provisions relating to mandatory prepayments, voluntary payments, affirmative and negative covenants, including restrictions on incurrence of additional indebtedness, distributions and other payments and transactions with affiliates, and events of default; however, it does not contain any covenants that require the Company to maintain any particular financial ratio or other measure of financial performance.
In addition, the Issuer has issued an aggregate principal amount of $650,000,000 of 4.500% senior notes due 2029 under an indenture to be dated July 29, 2021 (the “Indenture”) originally among the
 
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Issuer, the guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The notes were issued in a private transaction that is not subject to the registration requirements of the Securities Act. The Indenture is not qualified under or subject to, and, except to the limited extent set forth therein, does not incorporate or include any provision of, the U.S. Trust Indenture Act of 1939, as amended. The notes are not listed on any exchange.
The gross proceeds from this offering have been deposited into escrow, pursuant to certain customary escrow arrangements as set forth in an escrow agreement between the issuer and an escrow agent. Such gross proceeds will be released therefrom upon satisfaction of certain conditions, including the consummation of this offering.
All obligations under the notes are unconditionally guaranteed by (i) HCRX Intermediate Holdco, L.P., and (ii) certain of the Issuer’s existing and future wholly-owned domestic subsidiaries, subject to certain exceptions.
Prior to August 1, 2024, the Issuer may redeem some or all of the notes at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date, plus an applicable “make-whole premium.” At any time on or after August 1, 2024, the Issuer may redeem some or all of the notes at specified redemption prices plus accrued and unpaid interest, if any, to but excluding the redemption date. Subject to certain conditions, at any time and from time to time prior to August 1, 2024 the Issuer may redeem up to 40% of the original aggregate principal amount of the notes (including any additional notes issued) with the net cash proceeds of public equity offerings of the Company and certain contributions to the Issuer’s equity at a redemption price of 104.500% of their principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date.
The notes contain customary provisions requiring redemption in connection with a change of control and customary events of default and affirmative and negative covenants applicable to high-yield notes, including limitations on (i) incurrence of indebtedness and issuance of disqualified stock and preferred stock; (ii) restricted payments; (iii) dividend and other payment restrictions affecting subsidiaries; (iv) asset sales; and (v) transactions with affiliates; and (vi) liens. Such covenants also contain requirements relating to (i) reports and other information; (ii) future note guarantors; (iii) merger, amalgamation, consolidation or sale of all or substantially all assets and (iv) change of control.
 
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SHARES OF CLASS A COMMON STOCK ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no market for our Class A common stock. Future sales of substantial amounts of our Class A common stock in the public market could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our Class A common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.
Upon the closing of this offering, we will have 215,500,000 shares of Class A common stock (or 219,015,625 shares of Class A common stock if the underwriters exercise their option to purchase additional shares in full) outstanding. Of these shares, the 46,875,000 shares of Class A common stock sold in this offering (or 53,906,250 shares if the underwriters exercise their option to purchase additional shares in full) will be freely tradable without further restriction or registration under the Securities Act, except any shares held by our “affiliates”, as that term is defined in Rule 144 under the Securities Act, and shares purchased by our directors, executive officers, Continuing Investors and other individuals in the reserved shares program described below and in “Underwriting”. In the absence of registration under the Securities Act, shares held by affiliates may only be sold in compliance with the limitations of Rule 144 described below or another exemption from the registration requirements of the Securities Act. As defined in Rule 144, an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Company. Upon the closing of this offering, all of the Underlying Shares will be deemed “restricted securities”, as that term is defined under Rule 144, if converted within six months of the closing of this offering, and would also be subject to the “lock-up” period noted below.
Restricted securities may be sold in the public market only if they qualify for an exemption from registration under Rule 144 under the Securities Act, which is summarized below, or any other applicable exemption under the Securities Act, or pursuant to a registration statement that is effective under the Securities Act. The holders of approximately 168,625,000 shares of our Class A common stock (on an assumed as-exchanged basis) will be entitled to dispose of their shares following the expiration of the initial 180-day underwriter “lock-up” period pursuant to the holding period, volume and other restrictions of Rule 144, subject to any other lock-up restrictions thereon described below. Goldman Sachs & Co. LLC may waive these lock-up provisions at their discretion prior to the expiration dates of such “lock-up” agreements.
Registration Rights
Upon the closing of this offering, the Company, the Continuing Investor Partnership will enter into a registration rights agreement providing the Continuing Investor Partnership with the right to demand at the request of Century Investors, following the expiration of the underwriters’ “lock-up” agreements entered into in connection with this offering, up to two underwritten secondary offerings of shares underlying the Holdings LP Units held thereby, subject to a minimum offering size of $500 million, and customary piggyback registration rights. If the underwriters of such a secondary offering are unable to sell all of the shares requested for inclusion in such offering, the offering will not be counted as an exercise of a demand registration right.
Lock-Up Arrangements
We, all of our directors, our executive officers, the selling stockholder and its general partner, the Manager, certain employees of the Manager and the Continuing Investor Partnership (which hold all shares of our Class B common stock and all Holdings LP Class B Units exchangeable for shares of Class A common stock) have agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock for a period of 180 days after the
 
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date of this prospectus, without the prior written consent of Goldman Sachs & Co. LLC. See “Underwriting” for more information.
During the 180 days after the date of this prospectus, holders of limited partnership interests in the Continuing Investor Partnership and Continuing Investors that have exchanged Class B Units for shares of our Class A common stock (including any shares of Class A common stock held in escrow as described under “Organizational Structure”) will be restricted from transferring shares of Class A common stock as a result of the foregoing lock-up arrangements. In addition, for a period of one year following the closing of this offering, holders of limited partnership interests in the Continuing Investor Partnership, including Continuing Investors, are prohibited by the terms of the Continuing Investor Partnership limited partnership agreement from, directly or indirectly, whether by merger or otherwise, (i) selling, offering to sell, contracting or agreeing to sell, transfer, hypothecating, assigning, pledging, mortgaging, exchanging, encumbering, granting a security interest in, selling any option or warrant to purchase or otherwise disposing of or agreeing to dispose of, directly or indirectly, or establishing or increasing a put equivalent position or liquidating or decreasing a call equivalent position, with respect to any of our or Holdings LP’s equity securities, or (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of our or Holdings LP’s equity securities or any securities convertible into or exercisable or exchangeable for any of our or Holdings LP’s equity securities, except with our prior written consent. We have agreed to enforce all transfer restrictions and requirements contained in such lock-up agreements on behalf of the underwriters and not to amend or waive any such transfer restriction or requirement during the 180 days following the date of this prospectus without the prior consent of Goldman Sachs & Co. LLC.
Immediately following the closing of this offering, stockholders subject to “lock-up” agreements will hold 168,625,000 shares of our Class A common stock (assuming all Holdings LP Class B Units are exchanged for shares of Class A common stock), representing approximately 78.2% of shares of our then-issued and outstanding Class A common stock (or 75.8% of our then-issued and outstanding Class A common stock if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
In addition, the Holdings LP Class B Units held by the Continuing LP Investors and the Continuing GP Investors upon the closing of this offering will be subject to restrictions on transfers and exchanges for periods ranging from three to five years after the closing of this offering, as more fully described in “Organizational Structure”.
Rule 144
In general, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares of Class A common stock for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares of Class A common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three month period only a number of securities that does not exceed the greater of either of the following:
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1% of the number of shares of Class A common stock then outstanding, which will equal approximately 468,750 shares immediately after this offering, assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock; or
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the average weekly trading volume of our Class A common stock on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;
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provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144 to the extent applicable.
 
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MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS
The following is a summary of material U.S. federal income and estate tax consequences of the purchase, ownership and disposition of shares of our Class A common stock as of the date hereof. Except where noted, this summary deals only with Class A common stock that is held as a capital asset by a non-U.S. holder (as defined below).
A “non-U.S. holder” means a beneficial owner of shares of our Class A common stock (other than an entity treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:
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an individual who is a citizen or resident of the United States;
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a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust if it (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
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This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income and estate tax consequences different from those summarized below. This summary does not address all aspects of U.S. federal income and estate taxes, does not address alternative minimum tax or Medicare contribution tax considerations or special tax accounting rules under Section 451(b) of the Code, and does not deal with foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their particular circumstances. In addition, it does not represent a detailed description of the U.S. federal income and estate tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws (including if you are a U.S. expatriate, foreign pension fund, financial institution, broker-dealer or trader in securities, “controlled foreign corporation”, “passive foreign investment company”, person holding our Class A common stock as part of a hedge, straddle or other integrated investment, a person who acquired our Class A common stock as compensation or otherwise in connection with the performance of services, or a partnership or other pass-through entity for U.S. federal income tax purposes (or investor therein)). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds shares of our Class A common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Class A common stock, you should consult your tax advisors.
If you are considering the purchase of our Class A common stock, you should consult your own tax advisors concerning the particular U.S. federal income and estate tax consequences to you of the purchase, ownership and disposition of our Class A common stock, as well as the consequences to you arising under other U.S. federal tax laws and the laws of any other taxing jurisdiction.
Dividends
In the event that we make a distribution of cash or other property (other than certain pro rata distributions of our Class A common stock) in respect of shares of our Class A common stock, the distribution generally will be treated as a dividend for U.S. federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Any portion of a distribution that exceeds our current and accumulated earnings and profits
 
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generally will be treated first as a tax-free return of capital, causing a reduction in the adjusted tax basis of a non-U.S. holder’s Class A common stock, and to the extent the amount of the distribution exceeds a non-U.S. holder’s adjusted tax basis in shares of our Class A common stock, the excess will be treated as gain from the disposition of shares of our Class A common stock (the tax treatment of which is discussed below under “Gain on Disposition of Class A Common Stock”).
Dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, subject to the discussion of FATCA below under “Additional Withholding Requirements”. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.
A non-U.S. holder who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to provide the applicable withholding agent with a properly executed IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) certifying under penalty of perjury that such holder is not a U.S. person as defined under the Code and is eligible for treaty benefits or (b) if our Class A common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable U.S. Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.
A non-U.S. holder eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
Gain on Disposition of Class A Common Stock
Subject to the discussion of backup withholding below, any gain realized by a non-U.S. holder on the sale or other disposition of our Class A common stock generally will not be subject to U.S. federal income tax unless:
•
the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder);
​
•
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
​
•
we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes and certain other conditions are met.
​
A non-U.S. holder described in the first bullet point immediately above will be subject to tax on the gain derived from the sale or other disposition in the same manner as if the non-U.S. holder were a U.S. person as defined under the Code. In addition, if any non-U.S. holder described in the first bullet point immediately above is a foreign corporation, the gain realized by such non-U.S. holder may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a 30% tax on the gain derived from the sale or other disposition (unless an applicable income tax treaty provides for different treatment), which gain may be offset by U.S. source capital losses even though the individual is not considered a resident of the United States.
Generally, a corporation is a “U.S. real property holding corporation” if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real
 
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property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe we are not and do not anticipate becoming a “U.S. real property holding corporation” for U.S. federal income tax purposes.
Federal Estate Tax
Class A common stock owned or treated as owned by an individual who is not a U.S. citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of such person’s death will be included in such holder’s gross estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise.
Information Reporting and Backup Withholding
Distributions paid to a non-U.S. holder and the amount of any tax withheld with respect to such distributions generally will be reported to the IRS. Copies of the information returns reporting such distributions and any withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.
Dividends paid by us or our paying agents to a non-U.S. holder may also be subject to backup withholding (currently at a rate of 24%). A non-U.S. holder will not be subject to backup withholding on dividends received if such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person as defined under the Code), or such holder otherwise establishes an exemption.
Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition of our Class A common stock made within the United States or conducted through certain U.S.-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a U.S. person as defined under the Code), or such owner otherwise establishes an exemption.
Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.
Additional Withholding Requirements on Payments Made to Foreign Accounts
Withholding taxes may be imposed under Sections 1471 to 1474 of the Code, the Treasury Regulations promulgated hereunder and other official guidance (commonly referred to as “FATCA”), a 30% U.S. federal withholding tax may apply to any dividends paid on our Class A common stock to (i) a “foreign financial institution” ​(as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a “non-financial foreign entity” ​(as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA or (y) adequate information regarding certain substantial U.S. beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “Dividends”, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under proposed U.S. Treasury regulations promulgated by the Treasury Department on December 13, 2018, the preamble to which state that taxpayers may rely on the proposed Treasury regulations until final Treasury regulations are issued, this FATCA withholding tax will not apply to the gross proceeds from the sale or disposition of our Class A common stock. You should consult your own tax advisors regarding these requirements and whether they may be relevant to your ownership and disposition of our Class A common stock.
 
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UNDERWRITING
We, the selling stockholder and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares of Class A common stock indicated in the following table. Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Jefferies LLC, Cowen and Company, LLC and SVB Leerink LLC are the representatives of the underwriters.
Underwriters
​ ​
Number of Shares
​
Goldman Sachs & Co. LLC
​ ​ ​ ​ ​ ​ ​
Citigroup Global Markets Inc. 
​ ​ ​ ​ ​ ​ ​
Credit Suisse Securities (USA) LLC
​ ​ ​ ​ ​ ​ ​
Jefferies LLC
​ ​ ​ ​ ​ ​ ​
Cowen and Company, LLC
​ ​ ​ ​ ​ ​ ​
SVB Leerink LLC
​ ​ ​ ​ ​ ​ ​
Truist Securities, Inc. 
​ ​ ​ ​ ​ ​ ​
BMO Capital Markets Corp. 
​ ​ ​ ​ ​ ​ ​
Stifel, Nicolaus & Company, Incorporated
​ ​ ​ ​ ​ ​ ​
Raymond James and Associates, Inc. 
​ ​ ​ ​ ​ ​ ​
Siebert Williams Shank & Co., LLC
​ ​ ​ ​ ​ ​ ​
Cabrera Capital Markets LLC
​ ​ ​ ​ ​ ​ ​
Drexel Hamilton LLC
​ ​ ​ ​ ​ ​ ​
Total
​ ​ ​ ​ 46,875,000 ​ ​
The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.
The underwriters have an option to buy up to an additional 7,031,250 shares of Class A common stock, consisting of 3,515,625 shares from us and 3,515,625 from the selling stockholder, to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.
The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholder. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to 7,031,250 additional shares.
​ ​ ​
No Exercise
​ ​
Full Exercise
​
Per Share
​ ​ ​ $           ​ ​ ​ ​ $           ​ ​
Total
​ ​ ​ $ ​ ​ ​ ​ $ ​ ​ ​
Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $      per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.
We and our officers, directors, the selling stockholder, the Manager, certain employees of the Manager, and the Continuing Investor Partnership (which hold all shares of our Class B common stock
 
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and all Holdings LP Class B Units exchangeable for shares of Class A common stock) have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into, exchangeable for or that represent the right to receive shares of Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC. See “Shares of Class A Common Stock Available for Future Sale” for a discussion of certain additional transfer restrictions.
During the 180 days after the date of this prospectus, holders of limited partnership interests in the Continuing Investor Partnership and Continuing Investors that have exchanged Class B Units for shares of our Class A common stock (including any shares of Class A common stock held in escrow as described under “Organizational Structure”) will be restricted from transferring shares of Class A common stock as a result of the foregoing lock-up arrangements. In addition, for a period of one year following the closing of this offering, holders of limited partnership interests in the Continuing Investor Partnership, including Continuing Investors, are prohibited by the terms of the Continuing Investor Partnership limited partnership agreement from, directly or indirectly, whether by merger or otherwise, (i) selling, offering to sell, contracting or agreeing to sell, transfer, hypothecating, assigning, pledging, mortgaging, exchanging, encumbering, granting a security interest in, selling any option or warrant to purchase or otherwise disposing of or agreeing to dispose of, directly or indirectly, or establishing or increasing a put equivalent position or liquidating or decreasing a call equivalent position, with respect to any of our or Holdings LP’s equity securities, or (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of our or Holdings LP’s equity securities or any securities convertible into or exercisable or exchangeable for any of our or Holdings LP’s equity securities, except with the prior written consent of the general partner of the Continuing Investor Partnership (with respect to interests in the Continuing Investor Partnership) and our prior written consent (with respect to our equity securities). We have agreed to enforce all transfer restrictions and requirements contained in such lock-up agreements on behalf of the underwriters and not to amend or waive any such transfer restriction or requirement during the 180 days following the date of this prospectus without the prior consent of Goldman Sachs & Co. LLC.
Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the Company and the representatives of the underwriters. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our company’s historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.
We have applied to list the shares of Class A common stock on the Nasdaq Global Market under the symbol “HCRX”.
In connection with the offering, the underwriters may purchase and sell shares of our Class A common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely
 
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affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Class A common stock made by the underwriters in the open market prior to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our Class A common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Class A common stock. As a result, the price of our Class A common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on Nasdaq, in the over-the-counter market or otherwise.
We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $6,487,100.
We and the selling stockholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of our shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internet distributions on the same basis as other allocations.
Reserved Shares Program
At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale, at the initial public offering price, to our directors, officers, Continuing Investors and other individuals associated with us and members of their respective families. The sales will be made by Stifel, Nicolaus & Company, Incorporated, an underwriter of this offering, through a reserved shares program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock. Participants in the reserved shares program who purchase more than $1.0 million of Class A common stock will be subject to a 25-day lock-up restriction with respect to any shares sold to them pursuant to the reserved shares program. This lock-up will have similar restrictions to the 180-day lock-up restrictions described above. Any shares of Class A common stock sold to our directors, executive officers or Continuing Investors pursuant to the reserved shares program will be subject to the 180-day lock-up restrictions described above.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they will receive customary fees and expenses. For example, an affiliate of Cowen and Company, LLC is a member of the general partners of certain of the Legacy HCR Partnerships, and following the Reorganization Transactions and this offering will be a limited partner of the Continuing Investor Partnership. As a result, an affiliate of Cowen and Company, LLC will have an indirect ownership interest in certain Holdings LP Class B Units and shares
 
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of Class B common stock following the closing of this offering. In addition, such affiliate of Cowen and Company, LLC currently controls our Legacy Manager, and following this offering will retain a minority non-voting economic interest in our Manager.
In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. Certain of the underwriters may offer and sell the shares through one or more of their respective affiliates or other registered broker-dealers or selling agents.
Selling Restrictions
European Economic Area
In relation to each Member State of the European Economic Area (each a “Relevant State”), no shares of Class A common stock have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Class A common stock which has been approved by the competent authority in that Relevant State (or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation), except that offers of Class A common stock may be made to the public in that Relevant State at any time:
(a)
to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
​
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
​
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
​
provided that no such offer of Class A common stock shall require us or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any Class A common stock in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Class A common stock to be offered so as to enable an investor to decide to purchase or subscribe for any Class A common stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
United Kingdom
No shares of Class A common stock have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Class A common stock which is to be treated as if it had been approved by the Financial Conduct Authority in accordance with the transitional provisions in Article 74 (transitional provisions) of the Prospectus Amendment (EU Exit) Regulations 2019/1234, except that the Class A common stock may be offered to the public in the United Kingdom at any time:
(a)
to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
​
 
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(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of representatives for any such offer; or
​
(c)
in any other circumstances falling within Section 86 of the FSMA.
​
provided that no such offer of the Class A common stock shall require us, the selling stockholder or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the Class A common stock in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Class A common stock to be offered so as to enable an investor to decide to purchase or subscribe for any Class A common stock and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Canada
The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Hong Kong
The Class A common stock may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the Class A common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of Class A common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Class A common stock may not be circulated or
 
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distributed, nor may the Class A common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Class A common stock under Section 275 of the SFA except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (ii) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (iii) where no consideration is or will be given for the transfer, (iv) where the transfer is by operation of law, (v) as specified in Section 276(7) of the SFA, or (vi) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).
Where the shares of Class A common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares of Class A common stock under Section 275 of the SFA except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (ii) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (iii) where no consideration is or will be given for the transfer, (iv) where the transfer is by operation of law, (v) as specified in Section 276(7) of the SFA, or (vi) as specified in Regulation 32.
Solely for the purposes of its obligations pursuant to Section 309B of the SFA, we have determined, and hereby notify all relevant persons (as defined in the CMP Regulations 2018), that the shares of Class A common stock are “prescribed capital markets products” ​(as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Japan
The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the ‘‘FIEA’’). The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.
Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (‘‘ASIC’’), in relation to the offering. This offering document does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not
 
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purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the Class A common stock may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” ​(within the meaning of section 708(8) of the Corporations Act), “professional investors” ​(within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Class A common stock without disclosure to investors under Chapter 6D of the Corporations Act.
The shares of Class A common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Class A common stock must observe such Australian on-sale restrictions.
This offering document contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this offering document is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
Dubai International Financial Centre
This offering document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This offering document is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth in this prospectus and has no responsibility for the offering document. The securities to which this offering document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this offering document you should consult an authorized financial advisor.
Switzerland
We have not and will not register with the Swiss Financial Market Supervisory Authority (“FINMA”) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (“CISA”), and accordingly the securities being offered pursuant to this prospectus have not and will not be approved, and may not be licensable, with FINMA. Therefore, the securities have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the securities offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The securities may solely be offered to “qualified investors”, as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended (“CISO”), such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the securities are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described in this prospectus and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this
 
167
 
prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.
Israel
This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, and any offer of the Class A common stock is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in the first addendum (the “Addendum”) to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of the same and agree to it.
 
168
 
LEGAL MATTERS
The validity of shares of the Class A common stock will be passed upon for us and for the selling stockholder by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cooley LLP, New York, New York.
EXPERTS
The combined financial statements as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. For further information about us and our Class A common stock, we refer you to the registration statement and to its exhibits and schedules.
We currently do not file periodic reports with the SEC. Upon the closing of this offering, we will become subject to the informational requirements of the Exchange Act and will be required to file reports and other information with the SEC.
You can review this registration statement, as well as our future SEC filings, by accessing the SEC’s website at www.sec.gov.
We intend to make available to our stockholders annual reports containing consolidated financial statements audited by an independent registered public accounting firm.
 
169
 
HealthCare Royalty Partners
Combined Financial Statements
Index
​ ​ ​
Page(s)
​
Combined Financial Statements ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ F-2 ​ ​
​ ​ ​ ​ F-3 ​ ​
​ ​ ​ ​ F-9 ​ ​
​ ​ ​ ​ F-10 ​ ​
​ ​ ​ ​ F-11 ​ ​
​ ​ ​ ​ F-12 ​ ​
​ ​ ​ ​ F-30 ​ ​
Combined Financial Statements ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ F-31 ​ ​
​ ​ ​ ​ F-32 ​ ​
​ ​ ​ ​ F-38 ​ ​
​ ​ ​ ​ F-39 ​ ​
​ ​ ​ ​ F-40 ​ ​
​ ​ ​ ​ F-41 ​ ​
 
F-1
 
HealthCare Royalty Partners
Combined Statements of Assets, Liabilities and Partners’ Capital (unaudited)
March 31, 2021 & December 31, 2020
(in U.S. Dollars)
​ ​
As of
March 31,
2021
​ ​
As of
December 31,
2020
​
Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash and cash equivalents
​ ​ ​ $ 64,629,198 ​ ​ ​ ​ $ 11,732,921 ​ ​
Investments, at fair value (cost of $2,261,484,065 and $2,223,489,375 at March 31, 2021 and December 31, 2020, respectively)
​ ​ ​ ​ 2,524,324,949 ​ ​ ​ ​ ​ 2,418,498,879 ​ ​
Interest receivable
​ ​ ​ ​ 3,450,813 ​ ​ ​ ​ ​ 3,476,577 ​ ​
Deferred borrowing costs
​ ​ ​ ​ 1,050,895 ​ ​ ​ ​ ​ 1,297,817 ​ ​
Prepaid assets
​ ​ ​ ​ 127,828 ​ ​ ​ ​ ​ 249,238 ​ ​
Receivable from affiliate (Note 5)
​ ​ ​ ​ 17,625 ​ ​ ​ ​ ​ 17,625 ​ ​
Total assets
​ ​ ​ $ 2,593,601,308 ​ ​ ​ ​ $ 2,435,273,057 ​ ​
Liabilities and Partners’ Capital ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Liabilities
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Revolving credit
​ ​ ​ $ 493,000,000 ​ ​ ​ ​ $ 493,000,000 ​ ​
Performance Fee payable to Manager (Note 6)
​ ​ ​ ​ 6,870,862 ​ ​ ​ ​ ​ 6,494,702 ​ ​
Accrued expenses (Note 5)
​ ​ ​ ​ 1,391,287 ​ ​ ​ ​ ​ 1,220,216 ​ ​
Due to Manager (Note 5)
​ ​ ​ ​ 1,372,676 ​ ​ ​ ​ ​ 1,411,083 ​ ​
Management fees payable (Note 6)
​ ​ ​ ​ 21,250 ​ ​ ​ ​ ​ 891,534 ​ ​
Interest payable
​ ​ ​ ​ — ​ ​ ​ ​ ​ 302,626 ​ ​
Total liabilities
​ ​ ​ ​ 502,656,075 ​ ​ ​ ​ ​ 503,320,161 ​ ​
Commitments and contingencies (Note 8) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Partners’ capital
​ ​ ​ ​ 2,090,945,233 ​ ​ ​ ​ ​ 1,931,952,896 ​ ​
Total liabilities and partners’ capital
​ ​ ​ $ 2,593,601,308 ​ ​ ​ ​ $ 2,435,273,057 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-2
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedule of Investments (Unaudited)
March 31, 2021
​ ​ ​
As of March 31, 2021
​
(in U.S. Dollars)
​ ​
Shares/​
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Direct Investments(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
United States ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Acorda Therapeutics, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 14,966,239 ​ ​ ​ ​ $ 15,730,569 ​ ​ ​ ​ ​ 0.75% ​ ​
Adamas Pharma, LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 11%, December 31, 2026
​ ​ ​ $ 117,087,060 ​ ​ ​ ​ ​ 115,832,352 ​ ​ ​ ​ ​ 120,658,769 ​ ​ ​ ​ ​ 5.77 ​ ​
Aerial BioPharma, LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 100,000,954 ​ ​ ​ ​ ​ 126,721,914 ​ ​ ​ ​ ​ 6.06 ​ ​
Agenus, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 188,032,861 ​ ​ ​ ​ ​ 279,785,407 ​ ​ ​ ​ ​ 13.37 ​ ​
Akebia Therapeutics, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 45,118,405 ​ ​ ​ ​ ​ 45,000,000 ​ ​ ​ ​ ​ 2.15 ​ ​
Aptevo Therapeutics Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 35,000,000 ​ ​ ​ ​ ​ 35,000,000 ​ ​ ​ ​ ​ 1.67 ​ ​
Chiasma, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 65,040,536 ​ ​ ​ ​ ​ 72,309,244 ​ ​ ​ ​ ​ 3.46 ​ ​
Coherus Biosciences
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Senior Convertible Note, 8.2%, March 31, 2022
​ ​ ​ $ 75,000,000 ​ ​ ​ ​ ​ 75,000,000 ​ ​ ​ ​ ​ 80,470,276 ​ ​ ​ ​ ​ 3.85 ​ ​
Senior Secured Term Loan, Variable, January 7, 2025
​ ​ ​ $ 75,000,000 ​ ​ ​ ​ ​ 74,329,327 ​ ​ ​ ​ ​ 75,929,591 ​ ​ ​ ​ ​ 3.63 ​ ​
Total Coherus Biosciences
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 149,329,327 ​ ​ ​ ​ ​ 156,399,867 ​ ​ ​ ​ ​ 7.48 ​ ​
Infinity Pharmaceuticals, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,020,063 ​ ​ ​ ​ ​ 32,861,824 ​ ​ ​ ​ ​ 1.57 ​ ​
Karyopharm Therapeutics, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 75,050,725 ​ ​ ​ ​ ​ 85,850,774 ​ ​ ​ ​ ​ 4.11 ​ ​
Krystexxa
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 76,885,461 ​ ​ ​ ​ ​ 81,386,710 ​ ​ ​ ​ ​ 3.89 ​ ​
La Jolla Pharma, LLC(2)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 119,389,799 ​ ​ ​ ​ ​ 115,955,321 ​ ​ ​ ​ ​ 5.55 ​ ​
Lexiva/Telzir
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 208,004 ​ ​ ​ ​ ​ 0.01 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-3
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedule of Investments (Unaudited)
March 31, 2021
​ ​ ​
As of March 31, 2021
​
(in U.S. Dollars)
​ ​
Shares/​
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Lyrica
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 86,445 ​ ​ ​ ​ ​ 86,445 ​ ​ ​ ​ ​ — ​ ​
Miotox, LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 35,373,481 ​ ​ ​ ​ ​ 35,373,481 ​ ​ ​ ​ ​ 1.69 ​ ​
Myozyme
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,216,476 ​ ​ ​ ​ ​ 9,203,440 ​ ​ ​ ​ ​ 0.44 ​ ​
Nektar Therapeutics
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 146,532,245 ​ ​ ​ ​ ​ 160,074,996 ​ ​ ​ ​ ​ 7.66 ​ ​
Orenitram
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19,353,813 ​ ​ ​ ​ ​ 20,187,647 ​ ​ ​ ​ ​ 0.97 ​ ​
Paratek Royalty Corporation
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Secured Promissory Note, 12%, May 1, 2029
​ ​ ​ $ 32,500,000 ​ ​ ​ ​ ​ 31,910,205 ​ ​ ​ ​ ​ 32,591,100 ​ ​ ​ ​ ​ 1.56 ​ ​
Portola Pharmaceuticals, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 125,634,813 ​ ​ ​ ​ ​ 150,767,722 ​ ​ ​ ​ ​ 7.21 ​ ​
RedHill Biopharma Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 9.95%, February 23, 2026
​ ​ ​ $ 80,000,000 ​ ​ ​ ​ ​ 80,041,148 ​ ​ ​ ​ ​ 86,700,003 ​ ​ ​ ​ ​ 4.15 ​ ​
ReGenXBio Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 190,533,523 ​ ​ ​ ​ ​ 188,944,996 ​ ​ ​ ​ ​ 9.04 ​ ​
Rutgers
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,759,202 ​ ​ ​ ​ ​ 13,435,595 ​ ​ ​ ​ ​ 0.64 ​ ​
Suneva Medical, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 10.9% Cash, 10.9% PIK, December 31, 2021
​ ​ ​ $ 10,734,496 ​ ​ ​ ​ ​ 11,388,424 ​ ​ ​ ​ ​ 10,734,496 ​ ​ ​ ​ ​ 0.51 ​ ​
Series AA Preferred Stock(2)
​ ​ ​ ​ 9,200,000 ​ ​ ​ ​ ​ 19,356,997 ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 0.35 ​ ​
Total Suneva Medical, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,745,421 ​ ​ ​ ​ ​ 18,094,496 ​ ​ ​ ​ ​ 0.86 ​ ​
Triple Royalty Sub II LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 9.5%, June 5, 2035
​ ​ ​ $ 204,652,493 ​ ​ ​ ​ ​ 207,143,815 ​ ​ ​ ​ ​ 207,143,815 ​ ​ ​ ​ ​ 9.90 ​ ​
Vimpat
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 220,796,025 ​ ​ ​ ​ ​ 252,405,264 ​ ​ ​ ​ ​ 12.07 ​ ​
Total United States
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,113,793,334 ​ ​ ​ ​ ​ 2,342,877,403 ​ ​ ​ ​ ​ 112.03 ​ ​
​
The accompanying notes are an integral part of these combined financial statements.
F-4
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedule of Investments (Unaudited)
March 31, 2021
​ ​ ​
As of March 31, 2021
​
(in U.S. Dollars)
​ ​
Shares/​
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Japan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Albireo
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58,116,956 ​ ​ ​ ​ ​ 92,894,995 ​ ​ ​ ​ ​ 4.45 ​ ​
Inavir
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,894,075 ​ ​ ​ ​ ​ 31,778,501 ​ ​ ​ ​ ​ 1.52 ​ ​
Total Japan
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89,011,031 ​ ​ ​ ​ ​ 124,673,496 ​ ​ ​ ​ ​ 5.97 ​ ​
Germany ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cetrotide
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,307,382 ​ ​ ​ ​ ​ 30,376,494 ​ ​ ​ ​ ​ 1.46 ​ ​
Total Germany
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,307,382 ​ ​ ​ ​ ​ 30,376,494 ​ ​ ​ ​ ​ 1.46 ​ ​
Switzerland ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Benlysta
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26,397,556 ​ ​ ​ ​ ​ 26,397,556 ​ ​ ​ ​ ​ 1.27 ​ ​
Cardiorentis
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Warrants(2)
​ ​ ​ ​ 1,272 ​ ​ ​ ​ ​ 1,974,762 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Switzerland
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 28,372,318 ​ ​ ​ ​ ​ 26,397,556 ​ ​ ​ ​ ​ 1.27 ​ ​
Total Investments
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,261,484,065 ​ ​ ​ ​ $ 2,524,324,949 ​ ​ ​ ​ ​ 120.73% ​ ​
Investment classification by type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,644,507,035 ​ ​ ​ ​ $ 1,902,736,899 ​ ​ ​ ​ ​ 91.01% ​ ​
Notes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 595,645,271 ​ ​ ​ ​ ​ 614,228,050 ​ ​ ​ ​ ​ 29.37 ​ ​
Preferred Stock
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19,356,997 ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 0.35 ​ ​
Warrants
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,974,762 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Investments
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,261,484,065 ​ ​ ​ ​ $ 2,524,324,949 ​ ​ ​ ​ ​ 120.73% ​ ​
​
​
(1)
All investments are valued using significant unobservable inputs
​
(2)
Non-income producing securities
​
The accompanying notes are an integral part of these combined financial statements.
F-5
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedule of Investments
December 31, 2020
​ ​ ​
As of December 31, 2020
​
(in U.S. Dollars)
​ ​
Shares/​
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Direct Investments(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
United States ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Acorda Therapeutics, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 17,403,950 ​ ​ ​ ​ $ 17,403,950 ​ ​ ​ ​ ​ 0.90% ​ ​
Adamas Pharma, LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 11% Cash, 11% PIK, December 31, 2026
​ ​ ​ $ 117,512,573 ​ ​ ​ ​ ​ 117,640,664 ​ ​ ​ ​ ​ 123,087,021 ​ ​ ​ ​ ​ 6.37 ​ ​
Aerial BioPharma, LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 100,000,954 ​ ​ ​ ​ ​ 122,818,396 ​ ​ ​ ​ ​ 6.36 ​ ​
Agenus, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 190,307,425 ​ ​ ​ ​ ​ 284,703,837 ​ ​ ​ ​ ​ 14.73 ​ ​
Chiasma, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 65,040,536 ​ ​ ​ ​ ​ 69,958,836 ​ ​ ​ ​ ​ 3.62 ​ ​
Coherus Biosciences
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Senior Convertible Note, 8.2%, March 31, 2022
​ ​ ​ $ 75,000,000 ​ ​ ​ ​ ​ 75,000,000 ​ ​ ​ ​ ​ 80,168,084 ​ ​ ​ ​ ​ 4.15 ​ ​
Senior Secured Term Loan, Variable, January 7, 2025
​ ​ ​ $ 75,000,000 ​ ​ ​ ​ ​ 74,282,454 ​ ​ ​ ​ ​ 75,792,270 ​ ​ ​ ​ ​ 3.92 ​ ​
Total Coherus Biosciences
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 149,282,454 ​ ​ ​ ​ ​ 155,960,354 ​ ​ ​ ​ ​ 8.07 ​ ​
Infinity Pharmaceuticals, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,020,063 ​ ​ ​ ​ ​ 31,949,826 ​ ​ ​ ​ ​ 1.65 ​ ​
Karyopharm Therapeutics, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 75,050,725 ​ ​ ​ ​ ​ 85,382,711 ​ ​ ​ ​ ​ 4.42 ​ ​
Krystexxa
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24,714,772 ​ ​ ​ ​ ​ 26,001,396 ​ ​ ​ ​ ​ 1.35 ​ ​
La Jolla Pharma, LLC(2)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 119,959,065 ​ ​ ​ ​ ​ 78,065,123 ​ ​ ​ ​ ​ 4.04 ​ ​
Lexiva/Telzir
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 264,576 ​ ​ ​ ​ ​ 0.01 ​ ​
Lyrica
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 268,203 ​ ​ ​ ​ ​ 268,203 ​ ​ ​ ​ ​ 0.01 ​ ​
Miotox, LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,496,004 ​ ​ ​ ​ ​ 37,496,004 ​ ​ ​ ​ ​ 1.94 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-6
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedule of Investments
December 31, 2020
​ ​ ​
As of December 31, 2020
​
(in U.S. Dollars)
​ ​
Shares/​
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Myozyme
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,274,176 ​ ​ ​ ​ ​ 3,274,176 ​ ​ ​ ​ ​ 0.17 ​ ​
Nektar Therapeutics
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 150,249,361 ​ ​ ​ ​ ​ 150,000,000 ​ ​ ​ ​ ​ 7.76 ​ ​
Orenitram
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20,912,661 ​ ​ ​ ​ ​ 21,836,936 ​ ​ ​ ​ ​ 1.13 ​ ​
Paratek Royalty Corporation
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Secured Promissory Note, 12%, May 1, 2029
​ ​ ​ $ 32,500,000 ​ ​ ​ ​ ​ 31,903,893 ​ ​ ​ ​ ​ 32,616,037 ​ ​ ​ ​ ​ 1.69 ​ ​
Portola Pharmaceuticals, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 125,850,165 ​ ​ ​ ​ ​ 149,957,234 ​ ​ ​ ​ ​ 7.76 ​ ​
Progenics Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 9.5%, June 30, 2025
​ ​ ​ $ 32,552,521 ​ ​ ​ ​ ​ 31,953,317 ​ ​ ​ ​ ​ 32,752,358 ​ ​ ​ ​ ​ 1.70 ​ ​
RedHill Biopharma Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 9.95%,
February 23, 2026
​ ​ ​ $ 80,000,000 ​ ​ ​ ​ ​ 80,041,148 ​ ​ ​ ​ ​ 85,757,671 ​ ​ ​ ​ ​ 4.44 ​ ​
ReGenXBio Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 196,129,549 ​ ​ ​ ​ ​ 195,999,999 ​ ​ ​ ​ ​ 10.15 ​ ​
Rutgers
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9,092,801 ​ ​ ​ ​ ​ 11,848,229 ​ ​ ​ ​ ​ 0.61 ​ ​
Suneva Medical, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 10.9% Cash, 10.9% PIK, December 31, 2021
​ ​ ​ $ 10,522,639 ​ ​ ​ ​ ​ 11,176,567 ​ ​ ​ ​ ​ 10,522,639 ​ ​ ​ ​ ​ 0.54 ​ ​
Series AA Preferred Stock(2)
​ ​ ​ ​ 9,200,000 ​ ​ ​ ​ ​ 19,356,997 ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 0.38 ​ ​
Total Suneva Medical, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,533,564 ​ ​ ​ ​ ​ 17,882,639 ​ ​ ​ ​ ​ 0.92 ​ ​
Triple Royalty Sub II LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 9.5% Cash, 9.5% PIK, June 5, 2035
​ ​ ​ $ 209,285,872 ​ ​ ​ ​ ​ 209,312,531 ​ ​ ​ ​ ​ 210,301,909 ​ ​ ​ ​ ​ 10.89 ​ ​
Vimpat
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 253,465,293 ​ ​ ​ ​ ​ 287,960,628 ​ ​ ​ ​ ​ 14.91 ​ ​
Total Direct Investments (United States)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,069,903,274 ​ ​ ​ ​ ​ 2,233,548,049 ​ ​ ​ ​ ​ 115.60 ​ ​
Interest in affiliated investment fund(1)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
HealthCare Royalty Partners II, L.P.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
LP Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,250,459 ​ ​ ​ ​ ​ 1,710,360 ​ ​ ​ ​ ​ 0.09 ​ ​
​
The accompanying notes are an integral part of these combined financial statements.
F-7
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedule of Investments
December 31, 2020
​ ​ ​
As of December 31, 2020
​
(in U.S. Dollars)
​ ​
Shares/​
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Total United States
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,071,153,733 ​ ​ ​ ​ ​ 2,235,258,409 ​ ​ ​ ​ ​ 115.69 ​ ​
Japan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Albireo
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58,116,956 ​ ​ ​ ​ ​ 92,294,222 ​ ​ ​ ​ ​ 4.78 ​ ​
Inavir
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31,212,457 ​ ​ ​ ​ ​ 31,478,730 ​ ​ ​ ​ ​ 1.63 ​ ​
Total Japan
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89,329,413 ​ ​ ​ ​ ​ 123,772,952 ​ ​ ​ ​ ​ 6.41 ​ ​
Germany ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cetrotide
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,307,382 ​ ​ ​ ​ ​ 29,869,751 ​ ​ ​ ​ ​ 1.55 ​ ​
Eligard
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,276,956 ​ ​ ​ ​ ​ 2,002,045 ​ ​ ​ ​ ​ 0.10 ​ ​
Total Germany
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32,584,338 ​ ​ ​ ​ ​ 31,871,796 ​ ​ ​ ​ ​ 1.65 ​ ​
Switzerland ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Benlysta
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 28,447,129 ​ ​ ​ ​ ​ 27,595,722 ​ ​ ​ ​ ​ 1.42 ​ ​
Cardiorentis
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Warrants(2)
​ ​ ​ ​ 1,272 ​ ​ ​ ​ ​ 1,974,762 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Switzerland
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,421,891 ​ ​ ​ ​ ​ 27,595,722 ​ ​ ​ ​ ​ 1.42 ​ ​
Total Investments
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,223,489,375 ​ ​ ​ ​ $ 2,418,498,879 ​ ​ ​ ​ ​ 125.17% ​ ​
Investment classification by type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,569,596,583 ​ ​ ​ ​ $ 1,758,430,530 ​ ​ ​ ​ ​ 91.00% ​ ​
Notes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 631,310,574 ​ ​ ​ ​ ​ 650,997,989 ​ ​ ​ ​ ​ 33.70 ​ ​
Preferred Stock
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19,356,997 ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 0.38 ​ ​
LP Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,250,459 ​ ​ ​ ​ ​ 1,710,360 ​ ​ ​ ​ ​ 0.09 ​ ​
Warrants
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,974,762 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Investments
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,223,489,375 ​ ​ ​ ​ $ 2,418,498,879 ​ ​ ​ ​ ​ 125.17% ​ ​
​
​
(1)
All investments are valued using significant unobservable inputs
​
(2)
Non-income producing securities
​
The accompanying notes are an integral part of these combined financial statements.
F-8
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Statements of Operations (Unaudited)
Three Months Ended March 31, 2021 & March 31, 2020
​ ​ ​
For the Three Months Ended
​
(in U.S. Dollars)
​ ​
March 31, 2021
​ ​
March 31, 2020
​
Investment income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty income
​ ​ ​ $ 65,302,838 ​ ​ ​ ​ $ 32,871,083 ​ ​
Note interest
​ ​ ​ ​ 15,245,432 ​ ​ ​ ​ ​ 11,422,188 ​ ​
Paid-in-kind interest
​ ​ ​ ​ 211,857 ​ ​ ​ ​ ​ 1,812,795 ​ ​
Total investment income
​ ​ ​ ​ 80,760,127 ​ ​ ​ ​ ​ 46,106,066 ​ ​
Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Management fees (Note 6)
​ ​ ​ ​ 6,759,266 ​ ​ ​ ​ ​ 6,632,338 ​ ​
Interest expense
​ ​ ​ ​ 2,915,421 ​ ​ ​ ​ ​ 1,217,887 ​ ​
Performance fees (Note 6)
​ ​ ​ ​ 2,573,565 ​ ​ ​ ​ ​ 1,060,620 ​ ​
Professional fees
​ ​ ​ ​ 348,266 ​ ​ ​ ​ ​ 340,194 ​ ​
Investment research and other expenses
​ ​ ​ ​ 299,303 ​ ​ ​ ​ ​ 559,625 ​ ​
Organizational expenses
​ ​ ​ ​ 152 ​ ​ ​ ​ ​ 60,976 ​ ​
Total expenses
​ ​ ​ ​ 12,895,973 ​ ​ ​ ​ ​ 9,871,640 ​ ​
Management fees waived
​ ​ ​ ​ (182,609) ​ ​ ​ ​ ​ (183,266) ​ ​
Net expenses
​ ​ ​ ​ 12,713,364 ​ ​ ​ ​ ​ 9,688,374 ​ ​
Net investment income
​ ​ ​ ​ 68,046,763 ​ ​ ​ ​ ​ 36,417,692 ​ ​
Net realized and unrealized gain (loss) on investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ (1,284,466) ​ ​ ​ ​ ​ 2,208,361 ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 45,009,762 ​ ​ ​ ​ ​ 3,586,508 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 43,725,296 ​ ​ ​ ​ ​ 5,794,869 ​ ​
Net increase in partners’ capital resulting from operations
​ ​ ​ $ 111,772,059 ​ ​ ​ ​ $ 42,212,561 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-9
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Statements of Changes in Partners’ Capital (Unaudited)
Three Months Ended March 31, 2021 & March 31, 2020
(in U.S. Dollars)
​ ​
General
Partners
​ ​
Limited
Partners
​ ​
Total
​
Partners’ capital at January 1, 2021
​ ​ ​ $ 85,037,996 ​ ​ ​ ​ $ 1,846,914,900 ​ ​ ​ ​ $ 1,931,952,896 ​ ​
Capital contributions
​ ​ ​ ​ 1,354,142 ​ ​ ​ ​ ​ 138,992,959 ​ ​ ​ ​ ​ 140,347,101 ​ ​
Distributions
​ ​ ​ ​ (764,514) ​ ​ ​ ​ ​ (92,362,309) ​ ​ ​ ​ ​ (93,126,823) ​ ​
Net investment income
​ ​ ​ ​ 594,614 ​ ​ ​ ​ ​ 67,452,149 ​ ​ ​ ​ ​ 68,046,763 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 325,908 ​ ​ ​ ​ ​ 43,399,388 ​ ​ ​ ​ ​ 43,725,296 ​ ​
Carried interest
​ ​ ​ ​ 14,160,136 ​ ​ ​ ​ ​ (14,160,136) ​ ​ ​ ​ ​ — ​ ​
Partners’ capital at March 31, 2021
​ ​ ​ $ 100,708,282 ​ ​ ​ ​ $ 1,990,236,951 ​ ​ ​ ​ $ 2,090,945,233 ​ ​
​ ​ ​
General
Partners
​ ​
Limited
Partners
​ ​
Total
​
Partners’ capital at January 1, 2020
​ ​ ​ $ 47,834,522 ​ ​ ​ ​ $ 1,390,096,991 ​ ​ ​ ​ $ 1,437,931,513 ​ ​
Capital contributions
​ ​ ​ ​ 624,000 ​ ​ ​ ​ ​ 119,450,865 ​ ​ ​ ​ ​ 120,074,865 ​ ​
Distributions
​ ​ ​ ​ (252,545) ​ ​ ​ ​ ​ (79,806,639) ​ ​ ​ ​ ​ (80,059,184) ​ ​
Syndication costs
​ ​ ​ ​ (3) ​ ​ ​ ​ ​ (295) ​ ​ ​ ​ ​ (298) ​ ​
Net investment income
​ ​ ​ ​ 293,469 ​ ​ ​ ​ ​ 36,124,223 ​ ​ ​ ​ ​ 36,417,692 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 42,667 ​ ​ ​ ​ ​ 5,752,202 ​ ​ ​ ​ ​ 5,794,869 ​ ​
Carried interest
​ ​ ​ ​ 4,956,983 ​ ​ ​ ​ ​ (4,956,983) ​ ​ ​ ​ ​ — ​ ​
Partners’ capital at March 31, 2020
​ ​ ​ $ 53,499,093 ​ ​ ​ ​ $ 1,466,660,364 ​ ​ ​ ​ $ 1,520,159,457 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-10
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2021 & March 31, 2020
​ ​ ​
For the Three Months Ended
​
(in U.S. dollars)
​ ​
March 31, 2021
​ ​
March 31, 2020
​
Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash collections from royalty interests
​ ​ ​ $ 98,701,163 ​ ​ ​ ​ $ 26,179,409 ​ ​
Cash collections from notes
​ ​ ​ ​ 19,785,392 ​ ​ ​ ​ ​ 12,144,994 ​ ​
Proceeds from sale of investments
​ ​ ​ ​ 33,009,581 ​ ​ ​ ​ ​ 49,390,625 ​ ​
Payments for operating costs and professional services
​ ​ ​ ​ (10,416,051) ​ ​ ​ ​ ​ (11,639,402) ​ ​
Interest paid
​ ​ ​ ​ (2,904,086) ​ ​ ​ ​ ​ (763,160) ​ ​
Acquisitions of investments
​ ​ ​ ​ (132,500,000) ​ ​ ​ ​ ​ (280,000,000) ​ ​
Net cash provided by / (used in) operating activities
​ ​ ​ ​ 5,675,999 ​ ​ ​ ​ ​ (204,687,534) ​ ​
Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Distributions
​ ​ ​ ​ (93,126,823) ​ ​ ​ ​ ​ (80,059,184) ​ ​
Capital contributions
​ ​ ​ ​ 140,347,101 ​ ​ ​ ​ ​ 120,149,900 ​ ​
Syndication costs
​ ​ ​ ​ — ​ ​ ​ ​ ​ (298) ​ ​
Borrowings on Revolving Credit
​ ​ ​ ​ — ​ ​ ​ ​ ​ 164,420,863 ​ ​
Net cash provided by financing activities
​ ​ ​ ​ 47,220,278 ​ ​ ​ ​ ​ 204,511,281 ​ ​
Net change in cash and cash equivalents
​ ​ ​ ​ 52,896,277 ​ ​ ​ ​ ​ (176,253) ​ ​
Cash and cash equivalents, beginning of period
​ ​ ​ ​ 11,732,921 ​ ​ ​ ​ ​ 10,145,258 ​ ​
Cash and cash equivalents, end of period
​ ​ ​ $ 64,629,198 ​ ​ ​ ​ $ 9,969,005 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-11
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
1.   Organization
HealthCare Royalty Partners III, L.P., HealthCare Royalty Partners IV, L.P., HCRP Overflow Fund, L.P., HCR Stafford Fund, L.P., HCR Molag Fund, L.P., HCR H.O.P. Fund, L.P., HCR Potomac Fund, L.P., HCR Canary Fund, L.P. and PPCF Harris Feeder, L.P. (collectively, the “Master Funds”), along with HealthCare Royalty Partners III-A, L.P. and HealthCare Royalty Partners IV-A, L.P. (collectively, the “Feeder Funds”) are Delaware limited partnerships organized for the purpose of making investments principally in commercial stage healthcare products.
The Master Funds and the Feeder Funds (collectively, “HealthCare Royalty Partners” or the “Funds”) seek to achieve their investment objectives by (i) purchasing cash flow streams related to biopharmaceutical product sales and (ii) investing in the debt of biopharmaceutical companies with attractive assets. The ultimate structure of the Funds’ investments are typically determined by the type of counterparty with which the Funds contract. Below are the four primary structures employed across counterparty type.
Counterparty is Royalty Recipient
•
Royalty purchases represent investments in existing royalty contracts. These royalty contracts are entered into when an inventor, research institution, university or biopharmaceutical company signs an IP licensing agreement with a third-party marketer, such as a larger pharmaceutical company. Under these license agreements, the inventor, university or biopharmaceutical company is entitled to receive a stream of cash flow payments based on the future sales of the product, but typically has no role in the product’s commercialization, which is performed by a third-party marketer. In a royalty purchase, the Funds acquire all or part of the royalty contract and receive the resulting cash flows.
​
•
Royalty notes represent structured financing solutions whereby an issuer may place the royalty contract(s) into a special purpose vehicle (“SPV”) and issue debt from the SPV. The debt is then serviced by the applicable royalty stream related to the royalty contract. The interest and principal payments are typically based on consistent, predictable royalty streams that are over-collateralized.
​
Counterparty is Product Marketer
•
Revenue interest (aka synthetic royalty) financings represent highly structured, non-dilutive financing alternatives for healthcare companies seeking to raise capital in lieu of issuing traditional debt or equity. In a revenue interest investment, the Funds create a royalty contract with a biopharmaceutical company that owns the rights to one or more products and typically plays the principal role in the commercialization, marketing and sales of such product. This contract entitles the Funds to receive a stream of cash flow payments that are derived from future sales of a product. The Funds can also structure these contracts as debt financing with a fixed interest component as well as a contingent interest component based on product sales.
​
Structured debt represents fixed interest instruments that are typically collateralized by all assets. In these situations, the Funds’ underwriting is typically based on the value of a product(s) owned by the company.
 
F-12
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
The Funds were organized on and commenced operations on the following dates:
​
Master Funds
​ ​
Organization Date
​ ​
Commencement of Operations
​
​
HealthCare Royalty Partners III, L.P.
​ ​
July 17, 2013
​ ​
July 17, 2013
​
​
HealthCare Royalty Partners IV, L.P.
​ ​
November 28, 2018
​ ​
January 3, 2019
​
​
HCRP Overflow Fund, L.P.
​ ​
February 2, 2010
​ ​
February 4, 2010
​
​
HCR Stafford Fund, L.P.
​ ​
June 28, 2016
​ ​
June 28, 2016
​
​
HCR Molag Fund, L.P.
​ ​
August 8, 2017
​ ​
August 8, 2017
​
​
HCR H.O.P. Fund, L.P.
​ ​
September 28, 2016
​ ​
September 28, 2016
​
​
HCR Potomac Fund, L.P.
​ ​
December 16, 2019
​ ​
February 26, 2020
​
​
HCR Canary Fund, L.P.
​ ​
July 31, 2020
​ ​
August 6, 2020
​
​
PPCF Harris Feeder, L.P.
​ ​
August 5, 2020
​ ​
August 5, 2020
​
​
Feeder Funds
​ ​
Organization Date
​ ​
Commencement of Operations
​
​
HealthCare Royalty Partners III-A, L.P.
​ ​
September 28, 2016
​ ​
September 28, 2016
​
​
HealthCare Royalty Partners IV-A, L.P.
​ ​
November 28, 2018
​ ​
January 3, 2019
​
The Feeder Funds’ have a participation interest in the affiliated Master Funds, as detailed in the table below, and are treated as feeder funds. The Feeder Funds pay management fees and carried interest at the Feeder Fund level.
​
Feeder Fund
​ ​
Affiliated Master Fund
​ ​
Feeder Fund
ownership of
capital commitments
in Master Fund
as of March 31,
2021
​ ​
Unfunded
capital
commitments
as of March 31,
2021
​
​
HealthCare Royalty Partners III-A, L.P.
​ ​
HealthCare Royalty Partners III, L.P.
​ ​ ​ ​ 11.8% ​ ​ ​ ​ ​ 5,617,034 ​ ​
​
HealthCare Royalty Partners IV-A, L.P.
​ ​
HealthCare Royalty Partners IV, L.P.
​ ​ ​ ​ 20.3% ​ ​ ​ ​ ​ 209,081,026 ​ ​
HealthCare Royalty GP III, LLC, HealthCare Royalty GP IV, LLC, HCRP Overflow GP, LLC, HCR Stafford Fund GP, LLC, HCR Molag Fund GP, LLC, HCR H.O.P. Fund GP, LLC, HCR Potomac Fund GP, LLC, HCR Canary Fund GP, LLC, and HCR Harris Feeder GP, LLC (collectively, the “General Partners”) are the General Partners of the Master Funds and Feeder Funds as detailed in the table below:
 
F-13
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
​
General Partner
​ ​
Fund
​
​
HealthCare Royalty GP III, LLC
​ ​
HealthCare Royalty Partners III, L.P.
​
​
HealthCare Royalty GP III, LLC
​ ​
HealthCare Royalty Partners III-A, L.P.
​
​
HealthCare Royalty GP IV, LLC
​ ​
HealthCare Royalty Partners IV, L.P.
​
​
HealthCare Royalty GP IV, LLC
​ ​
HealthCare Royalty Partners IV-A, L.P.
​
​
HCRP Overflow GP, LLC
​ ​
HCRP Overflow Fund, L.P.
​
​
HCR Stafford Fund GP, LLC
​ ​
HCR Stafford Fund, L.P.
​
​
HCR Molag Fund GP, LLC
​ ​
HCR Molag Fund, L.P.
​
​
HCR H.O.P. Fund GP, LLC
​ ​
HCR H.O.P. Fund, L.P.
​
​
HCR Potomac Fund, GP LLC
​ ​
HCR Potomac Fund, L.P.
​
​
HCR Canary Fund, GP LLC
​ ​
HCR Canary Fund, L.P.
​
​
HCR Harris Feeder GP, LLC
​ ​
PPCF Harris Feeder, L.P.
​
HealthCare Royalty Management, LLC (the “Manager”) is the investment manager of the Funds. The Manager is a registered investment advisor with the Securities Exchange Commission (“SEC”). Except as set forth in the various agreements of the Funds, the General Partners direct all affairs of the Funds as the management, policies and control of the Funds are vested exclusively in the General Partners.
The Funds, General Partners and Manager are related parties of Cowen, Inc., an SEC registered financial services firm providing alternative investment management, investment banking, research, and brokerage services through its wholly-owned subsidiaries Cowen Investment Management, LLC and Cowen Holdings, Inc.
SS&C GlobeOp Fund Services Private Equity Industry Solutions (the “Former Administrator”) acted as administrator to the Funds through June 30, 2020, pursuant to an agreement between the Funds and the Former Administrator. Beginning July 1, 2020, HealthCare Royalty Partners III, L.P., HealthCare Royalty Partners IV, L.P., HCRP Overflow Fund, L.P., HCR Stafford Fund, L.P. and HCR H.O.P. Fund, L.P. transitioned fund accounting responsibilities to a new administrator, Mainstream Fund Services, Inc. (“Mainstream”). Mainstream acted as administrator to HCR Canary Fund, L.P. and PPCF Harris Feeder, L.P. beginning with their respective commencement of operations. Beginning January 1, 2021, HCR Molag Fund, L.P. and HCR Potomac Fund, L.P. transitioned fund accounting responsibilities to Mainstream.
2.   Significant Accounting Policies
Basis of Presentation
The accompanying combined financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and are stated in U.S. Dollars. The General Partners have determined that the Funds meet the criteria of investment companies and therefore apply specialized accounting for investment companies. The following is a summary of significant accounting policies followed by HealthCare Royalty Partners in preparation of its combined financial statements. In the opinion of the Manager, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal and recurring adjustments. The results for the interim periods are not necessarily indicative of results for the full year.
Combined Financial Statements
The HealthCare Royalty Partners combined financial statements include the accounts of the Master Funds and the Feeder Funds. Combined financials statements are presented because
 
F-14
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
HealthCare Royalty Partners has a common management team, common investment types and largely common investments, commonly financed activities, common operations and defined methods of allocating expenses. All intercompany balances are eliminated in the combination.
Use of Estimates
The preparation of combined financial statements in conformity with GAAP requires the General Partners to make estimates and assumptions that affect the reported amounts and disclosures in the combined financial statements and accompanying notes. In particular, estimates are made relating to the fair value of the Funds’ investments. The General Partners believe that the estimates utilized in preparing its combined financial statements are reasonable; however, actual results could differ from those estimates and the differences could be material to the combined financial statements.
Investments
Due to the inherent uncertainty of valuation of assets like those held by the Funds, the General Partners’ determination of fair value may differ significantly from values that would have been realized had a ready market for the investments existed, and such differences could be material to the Funds’ combined financial statements.
Royalty Interests
Royalty interests are treated as debt transactions with contingent future payments and are recognized when the Funds have incurred an obligation to fund the investment and has contractual rights to cash flows to the royalty interests. At the time of underwriting, the General Partners project estimated quarterly cash flows to be received or paid with respect to each royalty interest, which results in a projected internal rate of return (“IRR”) for such royalty interest. Subsequent to the initial investment date, the fair value of any royalty interest is determined based on the net present value of the projected cash flows, using updated expectations of future cash flows and a discount rate to reflect market conditions and other quantitative and qualitative factors. Payments received are treated in part as income, calculated using the IRR, and in part as repayment of the investment cost.
Risk adjusted anticipated cash flows are determined by the General Partners by performing appropriate due diligence utilizing currently available information including, but not limited to, actual historical product sales, trends, size of patient population, market share, competition and intellectual property rights. Additionally, the General Partners attempt to limit counterparty risk of its royalty and revenue interests through transaction structures that are specific to each individual investment and by generally requiring cash payments be made directly to the Funds by the marketer or to a lockbox set up specifically to collect and allocate payments in accordance with terms as outlined in the individual investment agreements.
Notes
Investments in notes are initially valued at cost and are recognized when the Funds have incurred an obligation to fund the investment and has contractual rights to cash flows from the note, which is typically the funding date. Subsequent to the initial investment date, such investments are recorded at estimated fair value after giving consideration to actual interest and principal payments, market conditions, and other quantitative and qualitative factors, including the net present value of the projected cash flows, using updated expectations of future cash flows and a discount rate to reflect market conditions. Future cash flows are based on the structure of each note and can include fixed interest coupon, variable revenue interest (revenue interest on note), final payment fees and principal payments. The timing of the payment of principal can vary depending on the structure of the note. Investments can be secured by
 
F-15
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
the assets or revenue streams of the counterparty. Convertible notes, where the underlying equity is publicly traded and is near or above the conversion price, are valued using one or more convertible debt pricing models taking into account the share price, the volatility of the stock and other variables.
Equities, including Preferred Stock
Investments in freely tradable equity securities are valued as of the close of trading on the date as of which the value is being determined and are equal to the last reported trade price of such security on such date on the exchange where it is primarily traded. If such security is not traded on an exchange, such security shall be valued at the reported closing bid price (or average of bid prices) last quoted on such date as reported by an established quotation service for over-the-counter securities. Investments in the common or preferred stock of private companies are stated at fair value. Where these investments are not traded in an active market, the estimated fair values assigned by the General Partners are determined in good faith and are based on available information considering, among other things, pricing models and/or recent private transactions.
Limited Partnerships
The Funds measure the fair value of limited partnership interests based on its proportionate investment in the net assets of the limited partnership. Where the limited partnership is an affiliate of the General Partners, the fair value of the underlying investments of the limited partnership are determined in a manner consistent with the policies of the Funds. Payments received from such limited partnerships are allocated to the original purchase cost or accounted for as a realized gain after taking into account factors such as realized gains on the limited partnership’s underlying investment and any distribution hierarchy.
Warrants
Investments in warrants in public companies are valued using a Black-Scholes valuation model, based on observable and unobservable inputs directly related to the warrants and discounted as deemed relevant by the General Partners. Where these investments are not traded in an active market, the estimated fair values assigned by the General Partners are determined in good faith and are based on available information considering, among other things, pricing models and/or recent private transactions.
Cash and Cash Equivalents
Cash is held in demand accounts with large commercial banks in the United States. Deposits in these accounts may exceed the amount of federal insurance provided on such deposits. The Funds consider all highly liquid investments with original maturities of three months or less from the time of purchase to be cash equivalents. There are no cash equivalents as of March 31, 2021 and December 31, 2020.
Investment Income and Operating Expenses
Interest income and operating expenses are recorded on an accrual basis. Royalty income is recorded based on the calculated IRR (as discussed above) except where the investment fair value is less than unrecovered cost. If the investment fair value is less than unrecovered cost, cash received is treated as a return of cost in the current and subsequent periods until the unrecovered cost is lower than or equal to fair value as of each measurement date. Dividend income is recorded on the ex-dividend date, net of any applicable withholding taxes. Discount or premium on notes are accreted or amortized based on the effective yield method. Payment–in–kind interest is added to the principal and cost amounts of the note and recorded as interest income.
 
F-16
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
Pre-acquisition transaction costs incurred in connection with the evaluation of specific investments are deferred and capitalized as a component of the cost basis of such investments when the transactions are consummated or are recorded as portfolio management costs and other expenses when management believes the transaction will not be consummated.
Post-acquisition costs incurred in connection with the ongoing holding of investments are expensed as incurred and are included in investment research and other expenses.
Income Taxes
The Funds themselves are not subject to U.S. Federal income taxes and each partner is individually liable for income taxes, if any, on its share of the Funds’ net taxable income. Interest, dividends and other income realized by the Funds from non-U.S. sources and capital gains realized from the sale of investments of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction in which the income is sourced. Certain activities of the Funds may cause partners in the Funds to be subject to state taxes. The authoritative guidance on accounting for and disclosure of uncertainty in tax positions requires the General Partners to determine whether a tax position of the Funds is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the combined financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. There are no uncertain tax positions as of March 31, 2021 or as of December 31, 2020.
The Funds file tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Funds are subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2021, and December 31, 2020, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from year 2017 and 2016, respectively, forward (with limited exceptions). Certain foreign jurisdictions may not have a statute of limitations.
The Funds may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any such positions, the Funds might be found to have a tax liability that has not been recorded in the combined financial statements. Also, the General Partners’ conclusions may be subject to review and adjustment at a later date based on changing tax laws, regulations and interpretations thereof.
Based on its analysis, the General Partners have determined that the Funds have not obtained any asset, or incurred any liability for unrecognized tax benefits or tax liabilities, respectively, as of, or for the three months ended March 31, 2021 or March 31, 2020.
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the valuation date. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. Dollars on transaction dates. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments. Such fluctuations, if any, are included with net realized and net change in unrealized gain (loss) from investments in the statement of operations.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance
 
F-17
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
for a limited period meant to ease the potential burden in accounting for, or recognizing the effects of, reform to LIBOR and certain other reference rates. The standard is effective for all entities beginning on March 12, 2020 and may be elected over time. However, ASU 2020-04 is only applicable to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, and that were entered into or evaluated prior to January 1, 2023. The Funds are currently evaluating the impact that the adoption of ASU 2020-04 would have on its combined financial statements.
3.   Fair Value Measurements
The Funds utilize various methods to measure the fair value of their investments. GAAP establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
​
Level 2
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
​
Level 3
Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.
​
The availability of observable inputs can vary from investment to investment and is affected by a variety of factors, including, for example, the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the investment. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for investments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following table summarizes the Funds’ investments that were accounted for at fair value by level within the hierarchy as of March 31, 2021 and December 31, 2020:
​ ​ ​
Assets at Fair Value as of March 31, 2021
​
​ ​ ​
Level 1
​ ​
Level 2
​ ​
Level 3
​ ​
Total
​
Royalty Interests
​ ​ ​ $    — ​ ​ ​ ​ $    — ​ ​ ​ ​ $ 1,902,736,899 ​ ​ ​ ​ $ 1,902,736,899 ​ ​
Notes
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 614,228,050 ​ ​ ​ ​ ​ 614,228,050 ​ ​
Preferred Stock
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 7,360,000 ​ ​
Warrants
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 2,524,324,949 ​ ​ ​ ​ $ 2,524,324,949 ​ ​
 
F-18
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
​ ​ ​
Assets at Fair Value as of December 31, 2020
​
​ ​ ​
Level 1
​ ​
Level 2
​ ​
Level 3
​ ​
Total
​
Royalty Interests
​ ​ ​ $    — ​ ​ ​ ​ $    — ​ ​ ​ ​ $ 1,758,430,530 ​ ​ ​ ​ $ 1,758,430,530 ​ ​
Notes
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 650,997,989 ​ ​ ​ ​ ​ 650,997,989 ​ ​
Preferred Stock
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 7,360,000 ​ ​
LP Interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,710,360 ​ ​ ​ ​ ​ 1,710,360 ​ ​
Warrants
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 2,418,498,879 ​ ​ ​ ​ $ 2,418,498,879 ​ ​
The following tables include a rollforward of the amounts for the three months ended March 31, 2021 and March 31, 2020 for the investments classified within Level 3. The classification of an investment within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement.
Fair Value Measurements Using Level 3 Inputs for the three months ended March 31, 2021
​
​ ​ ​
Royalty
Interests
​ ​
Notes
​ ​
Preferred
Stock
​ ​
LP Interest
​ ​
Total
​
Balance at January 1, 2021
​ ​ ​ $ 1,758,430,530 ​ ​ ​ ​ $ 650,997,989 ​ ​ ​ ​ $ 7,360,000 ​ ​ ​ ​ $ 1,710,360 ​ ​ ​ ​ $ 2,418,498,879 ​ ​
Purchases of investments
​ ​ ​ ​ 132,500,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 132,500,000 ​ ​
Paid-in-kind interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ 211,857 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 211,857 ​ ​
Amortization of note discount
​ ​ ​ ​ — ​ ​ ​ ​ ​ 59,060 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 59,060 ​ ​
Capitalized investment expenses
​ ​ ​ ​ 311,013 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 311,013 ​ ​
Investment cost paydowns
​ ​ ​ ​ (56,219,935) ​ ​ ​ ​ ​ (3,424,231) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (1,149,027) ​ ​ ​ ​ ​ (60,793,193) ​ ​
Unrealized royalty income
​ ​ ​ ​ 22,821,616 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 22,821,618 ​ ​
Proceeds from sale of investments
​ ​ ​ ​ — ​ ​ ​ ​ ​ (33,009,581) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (33,009,581) ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 46,635,199 ​ ​ ​ ​ ​ (1,064,104) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (561,333) ​ ​ ​ ​ ​ 45,009,762 ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ (1,741,526) ​ ​ ​ ​ ​ 457,060 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (1,284,466) ​ ​
Balance at March 31, 2021
​ ​ ​ $ 1,902,736,899 ​ ​ ​ ​ $ 614,228,050 ​ ​ ​ ​ $ 7,360,000 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 2,524,324,949 ​ ​
Change in unrealized gain (loss) related to investments still held at March 31, 2021
​ ​ ​ $ 62,627,872 ​ ​ ​ ​ $ (864,267) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 61,763,605 ​ ​
 
F-19
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
Fair Value Measurements Using Level 3 Inputs for the three months ended March 31, 2020
​
​ ​ ​
Royalty
Interests
​ ​
Notes
​ ​
LP Interest
​ ​
Preferred
Stock
​ ​
Total
​
Balance at January 1, 2020
​ ​ ​ $ 1,024,392,971 ​ ​ ​ ​ $ 485,260,043 ​ ​ ​ ​ $ 1,674,819 ​ ​ ​ ​ $    — ​ ​ ​ ​ $ 1,511,327,833 ​ ​
Purchases of investments
​ ​ ​ ​ — ​ ​ ​ ​ ​ 280,000,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 280,000,000 ​ ​
Paid-in-kind interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,812,795 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,812,795 ​ ​
Amortization of note discount
​ ​ ​ ​ — ​ ​ ​ ​ ​ 104,635 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 104,635 ​ ​
Capitalized investment expenses
​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,299 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,299 ​ ​
Investment cost paydowns
​ ​ ​ ​ (16,003,701) ​ ​ ​ ​ ​ (1,682,703) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (17,686,404) ​ ​
Unrealized royalty income
​ ​ ​ ​ 22,695,377 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 22,695,377 ​ ​
Proceeds from sale of investments
​ ​ ​ ​ — ​ ​ ​ ​ ​ (49,363,516) ​ ​ ​ ​ ​ (27,109) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (49,390,625) ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 1,430,775 ​ ​ ​ ​ ​ 2,131,269 ​ ​ ​ ​ ​ 24,464 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,586,508 ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,181,666 ​ ​ ​ ​ ​ 26,695 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,208,361 ​ ​
Balance at March 31, 2020
​ ​ ​ $ 1,032,515,422 ​ ​ ​ ​ $ 720,446,488 ​ ​ ​ ​ $ 1,698,869 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,754,660,779 ​ ​
Change in unrealized gain (loss) related to investments still held at March 31, 2020
​ ​ ​ $ 18,401,989 ​ ​ ​ ​ $ 1,212,579 ​ ​ ​ ​ $ 24,464 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 19,639,032 ​ ​
The Funds recognize all transfers at the beginning of the reporting period and related net change in unrealized gain (loss) is also transferred at the beginning of the reporting period.
Transfers between Level 1 and Level 2 generally relate to whether the principal market for the instrument becomes active or inactive. Transfers between Level 2 and 3 generally relate to whether significant relevant observable inputs are available for the fair value measurements in their entirety or due to changes in liquidity restrictions for the financial instrument.
During the three months ended March 31, 2021 and March 31, 2020 there were no transfers of investments among levels.
The following charts provide quantitative information about the Level 3 fair value measurements of the Funds’ investments as of March 31, 2021 and December 31, 2020. In addition to the techniques and inputs noted in the chart below, according to the Funds’ valuation policy the General Partners may also use other valuation techniques and methodologies when determining the Funds’ fair value measurements. The chart below provides information on the significant Level 3 inputs as they relate to the Funds’ fair value measurements.
​ ​ ​
Qualitative Information about Level 3 Fair Value Measurements as of March 31, 2021
​
​ ​ ​
Fair Value at
March 31, 2021
​ ​
Valuation Techniques
​ ​
Unobservable Inputs
​ ​
Range (weighted average)
​
Royalty Interests(1)
​ ​ ​ $ 1,822,736,899 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
Timing of projected cash flows:
1 -14 years
Discount rates: 6% – 15% (12%)
​
Notes(2)
​ ​ ​ $ 603,493,554 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
Timing of projected cash flows:
1 -9 years
Discount rates: 10% – 14% (11%)
​
Preferred Stock(3)
​ ​ ​ $ — ​ ​ ​
N/A
​ ​
N/A
​ ​
N/A
​
​
(1)
The quantitative disclosures exclude investments valued at $80,000,000 for which the determination of fair value is based on prices from recent transactions.
​
(2)
The quantitative disclosures exclude investments valued at $10,734,496 for which the determination of fair value is based on prices from recent transactions.
​
(3)
The quantitative disclosures exclude investments valued at $7,360,000 for which the determination of fair value is based on prices from recent transactions.
​
 
F-20
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
​ ​ ​
Qualitative Information about Level 3 Fair Value Measurements as of December 31, 2020
​
​ ​ ​
Fair Value at
December 31,
2020
​ ​
Valuation Techniques
​ ​
Unobservable Inputs
​ ​
Range (weighted average)
​
Royalty Interests(1)
​ ​ ​ $ 1,412,430,531 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
Timing of projected cash flows:
1 -14 years
Discount rates: 6% — 15% (11%)
​
Notes(2) ​ ​ ​ $ 640,475,350 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
Timing of projected cash flows:
1 -9 years
Discount rates: 10% — 14% (11%)
​
LP Interest
​ ​ ​ $ 1,710,360 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
N/A
​
Preferred Stock(3)
​ ​ ​ $ — ​ ​ ​
N/A
​ ​
N/A
​ ​
N/A
​
​
(1)
The quantitative disclosures exclude investments valued at $345,999,999 for which the determination of fair value is based on prices from recent transactions.
​
(2)
The quantitative disclosures exclude investments valued at $10,522,639 for which the determination of fair value is based on prices from recent transactions.
​
(3)
The quantitative disclosures exclude investments valued at $7,360,000 for which the determination of fair value is based on prices from recent transactions.
​
The valuation of royalty interests, notes and LP interests are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows and discount rate used to discount the estimated future cash flows expected to be received from the underlying investment. The significant inputs including the estimated cash flows and discount rate are determined by the General Partners by performing appropriate due diligence utilizing currently available information including, but not limited to, the stage of the underlying product’s life cycle, actual historical product sales for each product, market trends, size of patient population, market share, competition and intellectual property rights. The discount rate is also determined based on the market rates an investor would expect for a similar investment with similar risks.
Increases and decreases in estimated cash flows and/or discount rates would result in a decrease or increase in the fair value measurement, and those changes could be significant.
For the valuation of preferred stock, recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available:
•    Transactions in similar instruments;
•    Industry multiples and public comparable multiples.
Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including:
•    Current financial performance as compared to projected performance;
•    Capitalization rates and multiples; and
•    Market yields implied by transactions of similar or related assets.
Increases and decreases in performance of the underlying investment or comparable companies could result in a decrease or increase in the fair value measurement, and those changes could be significant.
The General Partners have established valuation policies and procedures over its fair value measurement of financial instruments which include oversight by a valuation committee that, among other things, is responsible for overseeing and monitoring the pricing of the Funds’ investments.
 
F-21
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
The GAAP fair value leveling hierarchy is designated and monitored by the General Partners. In determining the designation, the General Partners take into consideration a number of factors including the observability of inputs, liquidity of the investment and the significance of a particular input to the fair value measurement. Models and inputs used to derive fair market value are subject to review by the valuation committee. The General Partners periodically review its valuation policy guidelines and may adjust them in light of, improved valuation metrics and models, the availability of reliable inputs and information, and prevailing market conditions. The General Partners and the valuation committee review periodic reports and material changes from period-to-period as part of their valuation procedures.
The fair market value for Level 3 investments may be highly sensitive to the use of industry standard models, unobservable inputs and subjective assumptions. The degree of fair market value sensitivity is also contingent upon the subjective weight given to specific inputs and valuation metrics. The interrelationship between unobservable inputs may vary significantly amongst Level 3 investments. Increases and decreases in any of those inputs in isolation can result in a significantly lower (higher) fair value measurement.
4.   Indirect Cash Flow
Adjustments to reconcile net increase in partners’ capital to net cash provided by operating activities are summarized below.
 
F-22
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
​ ​ ​
For the Three Months Ended
​
​ ​ ​
March 31, 2021
​ ​
March 31, 2020
​
Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net increase in partners’ capital resulting from operations
​ ​ ​ $ 111,772,059 ​ ​ ​ ​ $ 42,212,561 ​ ​
Adjustments to reconcile net increase in partners’ capital resulting
from operations to net cash provided by / (used in) operating
activities
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Acquisitions of investments
​ ​ ​ ​ (132,500,000) ​ ​ ​ ​ ​ (280,000,000) ​ ​
Paid-in-kind interest
​ ​ ​ ​ (211,857) ​ ​ ​ ​ ​ (1,812,795) ​ ​
Amortization of original issue discount
​ ​ ​ ​ (59,060) ​ ​ ​ ​ ​ (104,635) ​ ​
Capitalized investment expenses
​ ​ ​ ​ (311,013) ​ ​ ​ ​ ​ (2,299) ​ ​
Proceeds from sale of investments
​ ​ ​ ​ 33,009,581 ​ ​ ​ ​ ​ 49,390,625 ​ ​
Investment cost paydowns
​ ​ ​ ​ 60,793,193 ​ ​ ​ ​ ​ 17,686,404 ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ 1,284,466 ​ ​ ​ ​ ​ (2,208,361) ​ ​
Unrealized royalty income
​ ​ ​ ​ (22,821,618) ​ ​ ​ ​ ​ (22,695,377) ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ (45,009,762) ​ ​ ​ ​ ​ (3,586,508) ​ ​
Changes in assets and liabilities:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Increase / (decrease) in Performance Fee payable to Manager
​ ​ ​ ​ 376,160 ​ ​ ​ ​ ​ (2,292,412) ​ ​
(Increase) / decrease in deferred borrowing costs
​ ​ ​ ​ 246,922 ​ ​ ​ ​ ​ (256,032) ​ ​
Increase in prepaid assets
​ ​ ​ ​ 121,410 ​ ​ ​ ​ ​ — ​ ​
(Increase) / decrease in interest receivable
​ ​ ​ ​ 25,764 ​ ​ ​ ​ ​ (822,140) ​ ​
Increase in receivable from affiliate
​ ​ ​ ​ — ​ ​ ​ ​ ​ (1,556,126) ​ ​
Increase / (decrease) in accrued expenses and other liabilities
​ ​ ​ ​ 171,071 ​ ​ ​ ​ ​ (404,124) ​ ​
Decrease in management fees payable
​ ​ ​ ​ (870,284) ​ ​ ​ ​ ​ — ​ ​
Increase / (decrease) in interest payable
​ ​ ​ ​ (302,626) ​ ​ ​ ​ ​ 325,320 ​ ​
Increase / (decrease) in due to Manager
​ ​ ​ ​ (38,407) ​ ​ ​ ​ ​ 1,438,365 ​ ​
Net cash provided by / (used in) operating activities
​ ​ ​ ​ 5,675,999 ​ ​ ​ ​ ​ (204,687,534) ​ ​
5.   Related Party Transactions
In the normal course of business, all the Funds’ expenses other than management fees are paid by, and reimbursed to, the Manager. At March 31, 2021 and December 31, 2020, $1,372,676 and $1,411,083 of such expenses were recorded on the statement of assets, liabilities and partners’ capital as Due to Manager, respectively.
The Funds include investors affiliated with the General Partners which are not charged management fees. The total capital commitments and partners’ capital of the investors affiliated with the General Partners as of March 31, 2021 are $10,165,000 and $5,088,132, respectively. The total capital commitments and partners’ capital of the investors affiliated with the General Partners as of December 31, 2020 are $10,165,000 and $4,497,186, respectively.
 
F-23
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
6.   Partners’ Capital
At March 31, 2021 and December 31, 2020, capital commitments and contributions were as follows:
​ ​ ​
Capital Commitments and Contributions as of March 31, 2021
​
​ ​ ​
Capital
Commitments
​ ​
Cumulative Capital
Contributions
​ ​
Unfunded Capital
Commitments
​ ​
% Funded
​
Limited Partners
​ ​ ​ ​ 4,345,769,834 ​ ​ ​ ​ ​ 2,995,205,937 ​ ​ ​ ​ ​ 1,385,897,502 ​ ​ ​ ​ ​ 69% ​ ​
General Partners
​ ​ ​ ​ 31,587,741 ​ ​ ​ ​ ​ 18,231,692 ​ ​ ​ ​ ​ 13,738,566 ​ ​ ​ ​ ​ 58% ​ ​
Total
​ ​ ​ ​ 4,377,357,575 ​ ​ ​ ​ ​ 3,013,437,629 ​ ​ ​ ​ ​ 1,399,636,069 ​ ​ ​ ​ ​ 69% ​ ​
​ ​ ​
Capital Commitments and Contributions as of December 31, 2020
​
​ ​ ​
Capital
Commitments
​ ​
Cumulative Capital
Contributions
​ ​
Unfunded Capital
Commitments
​ ​
% Funded
​
Limited Partners
​ ​ ​ ​ 4,338,664,646 ​ ​ ​ ​ ​ 2,856,212,980 ​ ​ ​ ​ ​ 1,496,991,155 ​ ​ ​ ​ ​ 66% ​ ​
General Partners
​ ​ ​ ​ 31,393,599 ​ ​ ​ ​ ​ 16,877,550 ​ ​ ​ ​ ​ 14,688,526 ​ ​ ​ ​ ​ 54% ​ ​
Total
​ ​ ​ ​ 4,370,058,245 ​ ​ ​ ​ ​ 2,873,090,529 ​ ​ ​ ​ ​ 1,511,679,681 ​ ​ ​ ​ ​ 66% ​ ​
The agreements of the Funds provide for discretionary cash or in-kind distributions during the term of the Funds. The policy of the Funds is to make distributions of available cash as promptly as practicable after the end of each fiscal month and in any event within ninety days after the Funds’ receipt of such available cash.
Investment proceeds from each investment are distributed among the limited partners in the Funds consistent with the terms set forth in each of the Funds’ limited partnership agreements. Funds’ whose terms call for the calculation of carried interest shall generally distribute among the limited partners in proportion to their respective capital contributions. All amounts apportioned to the limited partners and General Partners generally follow the same methodology and are distributed as follows:
i.
First, 100% to such limited partner to the extent necessary to cause the aggregate distributions made to such limited partner to be no less than the preferred return on such limited partner’s unreturned capital contributions;
​
ii.
Second, 100% to such limited partner to the extent necessary to cause the aggregate distributions made to such limited partner (excluding distributions made in accordance with the clause above) to be no less than such limited partner’s then current unreturned capital contributions;
​
iii.
Third, 100% to the General Partner to the extent necessary to cause the aggregate distributions to the General Partner under this clause in respect of such limited partner to be no less than the carried interest percentage multiplied by the sum of (A) the aggregate amount of all distributions made to such limited partner in accordance with the first clause above plus (B) the aggregate amount of all distributions made to the General Partner in respect of such limited partner in accordance with this clause;
​
iv.
Thereafter, (A) to the General Partner, an amount equal to such limited partner’s carried interest percentage, which ranges between 0% and 20%, multiplied by the remainder of such amount apportioned to such limited partner, and (B) to such limited partner, the remainder of such amount apportioned to such limited partner (after reducing such amount by the amount determined under the preceding clause (A)).
​
 
F-24
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
The allocation to the General Partners in “iii” and “iv” above is referred to as the “Carried Interest.” Certain investors may not be charged carried interest or may be charged based on different terms at the sole discretion of the General Partners. The amounts distributed to the limited partners in HealthCare Royalty Partners IV, L.P. in ‘i’ and ‘ii’ above are reversed in that ‘i’ becomes ‘ii’ and ‘ii’ becomes ‘i’.
The agreements of the Funds provide for the clawback of Carried Interest payments made to the General Partners under certain circumstances.
In consideration of the services provided to some Funds by the General Partners and in lieu of carried interest, the Funds shall pay to the General Partners a performance fee. The performance fees range from 12.5% – 25% and are applied, generally, to either cash proceeds received by the Funds or to GAAP income received within specified measurement periods. Some Funds make provisions for different income levels and apply multiple performance fee percentages to the different levels. Some Funds, as well as some Series’ within certain Funds, do not charge carried interest or performance fees.
Allocation of Profits and Losses
The net profits and losses of the Funds’ (including any realized and unrealized gains and losses) are allocated to the partners in a manner consistent with the distribution procedures specific to each of the Funds. Accordingly, any applicable Carried Interest or Carried Interest clawback, for those Funds who charge Carried Interest as well as for some Funds that charge performance fees, related to unrealized gains/losses will be accrued even though not currently realized.
Because of the inherent uncertainty of the valuation of the Funds’ investments, the allocation of profits and losses to all partners as reflected within these combined financial statements may not necessarily represent amounts that might ultimately be allocated or distributed. At March 31, 2021, the General Partner’s capital account balance includes a $84,837,609 allocation of accrued Carried Interest, of which $14,160,136 was accrued during the three months ended March 31, 2021. At March 31, 2020, the General Partner’s capital account balance includes a $42,566,412 allocation of accrued Carried Interest, of which $4,956,983 was accrued during the three months ended March 31, 2020.
Cumulatively, the General Partner has elected not to receive $6,095,305 in Carried Interest distributions as of March 31, 2021 and March 31, 2020. The General Partner may subsequently distribute to itself, out of available funds, any amount that it has previously elected not to receive.
At March 31, 2021 and December 31, 2020, $6,870,862 and $6,494,702 of accrued performance fees are included in the statements of assets, liabilities and partners’ capital, respectively. For the three months ended March 31, 2021 and March 31, 2020, performance fees totaled $2,573,565 and $1,060,620, respectively.
Management Fees
In consideration of the services provided to the Funds under their respective management agreements, the Funds shall pay to the Manager an annual fee (the “Management Fee”). The General Partners may agree to apply a different management fee to any limited partner. Management Fees are calculated consistent with the terms set forth in each of the Funds’ limited partnership agreements.
The Funds generally calculate Management Fees by applying the Management Fee rate in respect to each limited partner multiplied by either (x) the capital commitment of such limited partner (the initial period calculation) or by (y) the lesser of (i) the net asset value of the Fund and (ii) the aggregate cost basis of the unrealized investments held by the Fund (in each case, as reflected in the Funds’ books of accounts as of the date immediately prior to the date upon which the Management Fee is to be paid).
 
F-25
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
The Funds that do not follow the calculation above generally calculate Management Fees by applying a Management Fee rate, ranging from 0.15% through 1.00% (with certain minimums and maximums in some instances) multiplied by the net asset value of the Fund as of the last day of the quarter that just ended.
For the three months ended March 31, 2021, Management Fees totaled $6,759,266, $182,609 of which were waived by the General Partners and of which $21,250 is payable as of March 31, 2021. For the three months ended March 31, 2020, Management Fees totaled $6,632,338, $183,266 of which were waived by the General Partners and all of which was paid as of March 31, 2020.
Pursuant to the agreements of some of the Funds, the General Partners are authorized to waive a portion of the management fees if the aggregate amount of the limited partners’ capital commitments meet certain thresholds ($25,000,000) and such limited partners have engaged the same investment manager or consultant. For the three months ended March 31, 2021 and March 31, 2020, the General Partners waived fees of $182,609 and $183,266, respectively, in accordance with this provision.
7.   Risks
Due to the nature of the Funds’ objective (as discussed in Note 1), the Funds’ portfolio consists of illiquid investments having a greater amount of both market and credit risk than more liquid investments. These investments may have restrictions on resale and may not be able to be immediately liquidated if needed. The fair values assigned to these investments may differ significantly from the fair values that would have been used had a broader market for the investments existed.
Credit risk is the potential loss the Funds may incur as a result of the failure of a counterparty or an issuer to make payments according to the terms of a contract. The Funds’ exposure to credit risk at any point in time is represented by the fair value of the amounts reported as Notes on the Schedule of Investments at such time. The Funds are also exposed to credit risk as a result of cash balances being held at two banks (Silicon Valley Bank and Citibank). The Funds invest in a limited number of investments concentrated in the healthcare industry and in specific medical and pharmaceutical products. As such, the aggregate returns realized by the Fund may be substantially adversely affected by industry trends and events and the unfavorable performance of a small number of such investments. The investments held by the Funds involve a high degree of business and financial risk that can result in substantial losses.
The Funds have unfunded commitments from their limited partners. These unfunded commitments are subject to the risk of default by such limited partners. As of March 31, 2021, and December 31, 2020, four limited partners owned an aggregate of 52.16% and 53.29% of the Funds’ capital, respectively. The Funds could be materially affected by the actions of these limited partners.
The Funds are subject to risks associated with unforeseen or catastrophic events, including terrorist attacks, natural disasters, and the emergence of a pandemic, which could create economic, financial, and business disruptions. These events could negatively impact the Funds’ investments and/or lead to operational difficulties that could impair the Manager’s ability to manage the Funds’ activities. The Manager seeks to manage these risks by investing in medically necessary products and through continuity and resiliency planning.
Beginning in the first quarter of 2020, global financial markets have experienced and may continue to experience significant volatility resulting from the spread of a novel coronavirus known as COVID-19. The outbreak of COVID-19 has resulted in travel and border restrictions, quarantines, supply chain disruptions, lower consumer demand, and general market uncertainty. The effects of COVID-19 have
 
F-26
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
and may continue to adversely affect the global economy, the economies of certain nations, and individual issuers, all of which may negatively impact the Funds’ Combined Statement of Assets, Liabilities and Partners’ Capital.
The Manager has been in communication with the limited partners in the Funds, both directly and through the quarterly performance letters, in order to discuss the effects of COVID-19 on the Funds’ investments as well as on the operations of the Manager. The nature of the products the Funds invest in, senior-like structures utilized in many investments and long duration of cash flows have thus far proven helpful in mitigating the economic effects of the COVID-19 outbreak and in preserving the Funds’ long-term return objectives. However, future prospects could be materially impacted by further developments which are unpredictable and could impact the underlying demand for the products that secure the Funds’ investments.
The Funds are exposed to market risk. This is the risk of potential loss due to the fluctuation in the market or fair value of investments owned by the Funds. The Funds are also exposed to currency, foreign market risk and regulatory risk. Currency risk arises from the possibility that fluctuations in foreign currency exchange rates will affect the value of financial instruments, including direct or indirect investments, in non-U.S. issuers. Foreign investments may be subject to greater market and regulatory risks than United States investments because of fluctuation of currency exchange rates, change in governmental policies, and confiscation of assets by government decree, war or political upheaval.
The Manager provides investment management services to the Funds. The Funds could be materially affected by the actions and operations of the Manager.
U.S. federal agencies including the SEC, the Commodity Futures Trading Commission and the Federal Reserve Bank regulate certain activities of the Funds and the Manager. Regulatory changes could adversely affect the Funds by restricting their trading activities and/or causing the Funds to utilize certain structures that could result in increased costs or taxes on the Fund or its investors.
Legal, tax and regulatory developments are likely to occur during the life of the Funds and such changes may adversely affect the Funds. The financial services industry generally, and the activities of hedge funds and their managers, in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Funds’ exposure to potential liabilities and to legal, compliance and other related costs. The effect of any future regulatory change on the Funds could be substantial and adverse including, for example, increased compliance costs, the prohibition of certain types of trading and/or restrictions on the Funds’ ability to pursue its investment approach. The Funds, the Manager and/or the General Partners may also be subject to regulation in jurisdictions in which the Funds, Manager, and/or the General Partners engage in business. Such regulations may have a significant impact on the partners or the operations of the Funds, including, without limitation, restricting the types of investments the Funds may make and preventing the Funds from exercising their voting rights with regard to certain financial instruments.
There can be no assurance that the principals or other employees or partners of the Manager or the General Partners will continue to be employed by, or associated with, the Manager or the General Partners throughout the life of the Funds. The loss of key personnel could have a material adverse effect on the Funds.
As part of its business, the Manager processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the limited partners. Breach of the Manager’s information systems may cause information relating to the transactions of the Funds and personally identifiable information of the limited partners to be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Manager’s or the Funds’ proprietary information may cause the Manager or the Funds to suffer,
 
F-27
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage.
As part of its investment program, the Funds may hold non-quoted equities as a result of, among other things, the Funds’ purchase of debt instruments that convert to equity interests in the event of a reorganization of an entity’s capital structure. The Funds’ holdings, if any, in non-quoted equity would involve a high degree of business and financial risk. The entities in which the Funds would hold equity may be financially distressed, they may require substantial additional capital to support expansion or to achieve or maintain a competitive position, they may produce substantial variations in operating results from period to period and they may operate at a loss. Such risks may adversely affect the performance of such investments and result in substantial losses.
An investment in the Funds provides limited liquidity because a limited partner may not transfer its interest in the Funds to a third party without the consent of the General Partners and withdrawals of a limited partner’s interest held in its capital account are not permitted.
8.   Commitments and Contingencies
In the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and that provide for general indemnifications in the event of a breach. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. The General Partners expect the risk of loss from indemnification to be remote and do not expect these indemnification provisions to have a material adverse effect on the combined financial statements of the Funds.
As of March 31, 2021, the Partnership has committed to fund an additional $10,000,000 in existing portfolio investments.
9.   Revolving Credit
On April 19, 2019, HealthCare Royalty Partners IV, L.P. entered into a revolving credit facility (the “credit facility”) by and among HealthCare Royalty Partners IV, L.P. as Borrower, HealthCare Royalty Partners GP IV, LLC as Borrower’s General Partner, Citibank, N.A. as the Administrative Agent, Sole Lead Arranger and Book Manager, and the banks and financial institutions from time to time party thereto as Lenders (the “lenders”), which allowed HealthCare Royalty Partners IV, L.P. to borrow up to $250,000,000 subject to certain borrowing base limitations, subject to bank approval. On March 23, 2020 and on July 20, 2020 HealthCare Royalty Partners IV, L.P. and the lenders agreed to increase the size of the facility by $100,000,000 and $143,000,000 respectively bringing the maximum amount available to be borrowed to $493,000,000. Prior to the facility increase on July 20, 2020, borrowings under the credit facility bore daily interest at a rate equal to LIBOR plus 1.45%. After the facility increase on July 20, 2020, borrowing under the credit facility bear daily interest at a rate equal to LIBOR plus 2.00%. Under the terms of the credit facility, the unfunded capital commitments of HealthCare Royalty Partners IV, L.P. are pledged as collateral. The credit facility matures on April 19, 2022. As of March 31, 2021, there was $493,000,000 borrowed under the credit facility. As of March 31, 2021, the carrying value of the debt approximates its fair value. As of December 31, 2020, there was $493,000,000 borrowed under the credit facility and the interest payable is $302,626. As of December 31, 2020, the carrying value of the debt approximates its fair value due to the floating nature of the interest rate.
 
F-28
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 2021 & March 31, 2020
10.   Financial Highlights
The following financial highlights are for the limited partners, on a combined basis, in the Funds:
Three Months Ended March 31, 2021
​ ​
Limited
Partners
​
Ratios to average limited partners’ capital ​ ​ ​ ​ ​ ​ ​
Expenses before carried interest and performance fee allocation
​ ​ ​ ​ 2.12% ​ ​
Carried interest and performance fee allocation
​ ​ ​ ​ 0.88% ​ ​
Expenses after carried interest and performance fee allocation
​ ​ ​ ​ 3.00% ​ ​
Net investment income
​ ​ ​ ​ 14.57% ​ ​
Internal rate of return ​ ​ ​ ​ ​ ​ ​
Inception to March 31, 2021
​ ​ ​ ​ 12.94% ​ ​
Inception to December 31, 2020
​ ​ ​ ​ 12.30% ​ ​
Three Months Ended March 31, 2020
​ ​
Limited
Partners
​
Ratios to average limited partners’ capital ​ ​ ​ ​ ​ ​ ​
Expenses before carried interest and performance fee allocation
​ ​ ​ ​ 2.40% ​ ​
Carried interest and performance fee allocation
​ ​ ​ ​ 0.42% ​ ​
Expenses after carried interest and performance fee allocation
​ ​ ​ ​ 2.82% ​ ​
Net investment income
​ ​ ​ ​ 10.28% ​ ​
Internal rate of return ​ ​ ​ ​ ​ ​ ​
Inception to March 31, 2020
​ ​ ​ ​ 11.38% ​ ​
Inception to December 31, 2019
​ ​ ​ ​ 11.41% ​ ​
The ratios and IRR are calculated for the limited partners taken as a whole. The ratios are calculated using the average monthly limited partners’ capital. The expenses and the net investment income ratios are calculated on an annualized basis, except the impact of carried interest and performance fee which are performance based, and nonrecurring organizational costs. The IRR calculation is net of all fees and carried interest. Such percentages are after fee waivers. The General Partner waived a portion of management fees (equal to 0.04% of average limited partners’ capital) for the three months ended March 31, 2021 and (equal to 0.05% of average limited partners’ capital) for the three months ended March 31, 2020. The IRR is measured from the date investment activity commenced based on contributions and distributions, and partners’ capital at the end of the period (residual value). The net investment income ratio does not include the effect of the carried interest allocation. The computation of the ratios and IRR for an individual partner may vary from these ratios and IRR based on different fee arrangements (as applicable) and the timing of capital transactions.
11.   Subsequent Events
Subsequent events for the Funds have been evaluated through June 14, 2021, which is the date the combined financial statements were available to be issued. There were no subsequent events that required adjustments to, or disclosure in, these combined financial statements.
 
F-29
 
Report of Independent Registered Public Accounting Firm
To the General Partners and Limited Partners of HealthCare Royalty Partners
Opinion on the Financial Statements
We have audited the accompanying combined statements of assets, liabilities and partners’ capital, including the combined schedules of investments, of HealthCare Royalty Partners III, L.P., HealthCare Royalty Partners IV, L.P., HCRP Overflow Fund, L.P., HCR Stafford Fund, L.P., HCR Molag Fund, L.P., HCR H.O.P. Fund, L.P., HCR Potomac Fund, L.P., HCR Canary Fund, L.P., PPCF Harris Feeder, L.P., HealthCare Royalty Partners III-A, L.P., and HealthCare Royalty Partners IV-A, L.P. (the “Partnerships” or “HealthCare Royalty Partners”) as of December 31, 2020 and 2019, and the related combined statements of operations, changes in partners’ capital and cash flows for the years then ended, including the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Partnerships as of December 31, 2020 and 2019, and the results of their operations, changes in their partners’ capital and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These combined financial statements are the responsibility of the Partnerships’ management. Our responsibility is to express an opinion on the Partnerships’ combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnerships in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these combined financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
May 5, 2021
We have served as the Partnerships’ auditor since 2009.
 
 
HealthCare Royalty Partners
Combined Statements of Assets, Liabilities and Partners’ Capital
December 31, 2020 & December 31, 2019
(in U.S. Dollars)
​ ​
As of
December 31, 2020
​ ​
As of
December 31, 2019
​
Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash and cash equivalents
​ ​ ​ $ 11,732,921 ​ ​ ​ ​ $ 10,145,258 ​ ​
Investments, at fair value (cost of $2,223,489,375 and $1,415,618,651 at December 31, 2020 and 2019, respectively)
​ ​ ​ ​ 2,418,498,879 ​ ​ ​ ​ ​ 1,511,327,833 ​ ​
Interest receivable
​ ​ ​ ​ 3,476,577 ​ ​ ​ ​ ​ 2,982,405 ​ ​
Deferred borrowing costs
​ ​ ​ ​ 1,297,817 ​ ​ ​ ​ ​ 1,050,347 ​ ​
Prepaid assets
​ ​ ​ ​ 249,238 ​ ​ ​ ​ ​ — ​ ​
Receivable from affiliate (Note 5)
​ ​ ​ ​ 17,625 ​ ​ ​ ​ ​ — ​ ​
Total assets
​ ​ ​ $ 2,435,273,057 ​ ​ ​ ​ $ 1,525,505,843 ​ ​
Liabilities and Partners’ Capital ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Revolving credit
​ ​ ​ $ 493,000,000 ​ ​ ​ ​ $ 82,641,781 ​ ​
Performance Fee payable to Manager (Note 6)
​ ​ ​ ​ 6,494,702 ​ ​ ​ ​ ​ 3,353,032 ​ ​
Due to Manager (Note 5)
​ ​ ​ ​ 1,411,083 ​ ​ ​ ​ ​ 843,251 ​ ​
Accrued expenses (Note 5)
​ ​ ​ ​ 1,220,216 ​ ​ ​ ​ ​ 589,643 ​ ​
Management fees payable (Note 6)
​ ​ ​ ​ 891,534 ​ ​ ​ ​ ​ — ​ ​
Interest payable
​ ​ ​ ​ 302,626 ​ ​ ​ ​ ​ 146,623 ​ ​
Total liabilities
​ ​ ​ ​ 503,320,161 ​ ​ ​ ​ ​ 87,574,330 ​ ​
Commitments and contingencies (Note 8) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Partners’ capital
​ ​ ​ ​ 1,931,952,896 ​ ​ ​ ​ ​ 1,437,931,513 ​ ​
Total liabilities and partners’ capital
​ ​ ​ $ 2,435,273,057 ​ ​ ​ ​ $ 1,525,505,843 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-31
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedules of Investments
December 31, 2020 & December 31, 2019
​ ​ ​
As of December 31, 2020
​
(in U.S. Dollars)
​ ​
Shares/
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Direct Investments(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
United States ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Acorda Therapeutics, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 17,403,950 ​ ​ ​ ​ $ 17,403,950 ​ ​ ​ ​ ​ 0.90% ​ ​
Adamas Pharma, LLC
Note, 11% Cash, 11% PIK, December 31, 2026
​ ​ ​ $ 117,512,573 ​ ​ ​ ​ ​ 117,640,664 ​ ​ ​ ​ ​ 123,087,021 ​ ​ ​ ​ ​ 6.37 ​ ​
Aerial BioPharma, LLC
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 100,000,954 ​ ​ ​ ​ ​ 122,818,396 ​ ​ ​ ​ ​ 6.36 ​ ​
Agenus, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 190,307,425 ​ ​ ​ ​ ​ 284,703,837 ​ ​ ​ ​ ​ 14.73 ​ ​
Chiasma, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 65,040,536 ​ ​ ​ ​ ​ 69,958,836 ​ ​ ​ ​ ​ 3.62 ​ ​
Coherus Biosciences
Senior Convertible Note, 8.2%, March 31, 2022
​ ​ ​ $ 75,000,000 ​ ​ ​ ​ ​ 75,000,000 ​ ​ ​ ​ ​ 80,168,084 ​ ​ ​ ​ ​ 4.15 ​ ​
Senior Secured Term Loan, Variable,
January 7, 2025
​ ​ ​ $ 75,000,000 ​ ​ ​ ​ ​ 74,282,454 ​ ​ ​ ​ ​ 75,792,270 ​ ​ ​ ​ ​ 3.92 ​ ​
Total Coherus Biosciences
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 149,282,454 ​ ​ ​ ​ ​ 155,960,354 ​ ​ ​ ​ ​ 8.07 ​ ​
Infinity Pharmaceuticals, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,020,063 ​ ​ ​ ​ ​ 31,949,826 ​ ​ ​ ​ ​ 1.65 ​ ​
Karyopharm Therapeutics, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 75,050,725 ​ ​ ​ ​ ​ 85,382,711 ​ ​ ​ ​ ​ 4.42 ​ ​
Krystexxa
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24,714,772 ​ ​ ​ ​ ​ 26,001,396 ​ ​ ​ ​ ​ 1.35 ​ ​
La Jolla Pharma, LLC(2)
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 119,959,065 ​ ​ ​ ​ ​ 78,065,123 ​ ​ ​ ​ ​ 4.04 ​ ​
Lexiva/Telzir
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 264,576 ​ ​ ​ ​ ​ 0.01 ​ ​
Lyrica
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 268,203 ​ ​ ​ ​ ​ 268,203 ​ ​ ​ ​ ​ 0.01 ​ ​
Miotox, LLC
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,496,004 ​ ​ ​ ​ ​ 37,496,004 ​ ​ ​ ​ ​ 1.94 ​ ​
Myozyme
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,274,176 ​ ​ ​ ​ ​ 3,274,176 ​ ​ ​ ​ ​ 0.17 ​ ​
Nektar Therapeutics
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 150,249,361 ​ ​ ​ ​ ​ 150,000,000 ​ ​ ​ ​ ​ 7.76 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-32
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedules of Investments (Continued)
December 31, 2020 & December 31, 2019
​ ​ ​
As of December 31, 2020
​
(in U.S. Dollars)
​ ​
Shares/
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Orenitram
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20,912,661 ​ ​ ​ ​ ​ 21,836,936 ​ ​ ​ ​ ​ 1.13 ​ ​
Paratek Royalty Corporation
Secured Promissory Note, 12%, May 1, 2029
​ ​ ​ $ 32,500,000 ​ ​ ​ ​ ​ 31,903,893 ​ ​ ​ ​ ​ 32,616,037 ​ ​ ​ ​ ​ 1.69 ​ ​
Portola Pharmaceuticals, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 125,850,165 ​ ​ ​ ​ ​ 149,957,234 ​ ​ ​ ​ ​ 7.76 ​ ​
Progenics Pharmaceuticals
Note, 9.5%, June 30, 2025
​ ​ ​ $ 32,552,521 ​ ​ ​ ​ ​ 31,953,317 ​ ​ ​ ​ ​ 32,752,358 ​ ​ ​ ​ ​ 1.70 ​ ​
RedHill Biopharma Inc.
Note, 9.95%, February 23,
2026
​ ​ ​ $ 80,000,000 ​ ​ ​ ​ ​ 80,041,148 ​ ​ ​ ​ ​ 85,757,671 ​ ​ ​ ​ ​ 4.44 ​ ​
ReGenXBio Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 196,129,549 ​ ​ ​ ​ ​ 195,999,999 ​ ​ ​ ​ ​ 10.15 ​ ​
Rutgers
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9,092,801 ​ ​ ​ ​ ​ 11,848,229 ​ ​ ​ ​ ​ 0.61 ​ ​
Suneva Medical, Inc.
Note, 10.9% Cash, 10.9% PIK, December 31, 2021
​ ​ ​ $ 10,522,639 ​ ​ ​ ​ ​ 11,176,567 ​ ​ ​ ​ ​ 10,522,639 ​ ​ ​ ​ ​ 0.54 ​ ​
Series AA Preferred Stock(2)
​ ​ ​ ​ 9,200,000 ​ ​ ​ ​ ​ 19,356,997 ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 0.38 ​ ​
Total Suneva Medical, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,533,564 ​ ​ ​ ​ ​ 17,882,639 ​ ​ ​ ​ ​ 0.92 ​ ​
Triple Royalty Sub II LLC
Note, 9.5% Cash, 9.5% PIK, June 5, 2035
​ ​ ​ $ 209,285,872 ​ ​ ​ ​ ​ 209,312,531 ​ ​ ​ ​ ​ 210,301,909 ​ ​ ​ ​ ​ 10.89 ​ ​
Vimpat
Royalty Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 253,465,293 ​ ​ ​ ​ ​ 287,960,628 ​ ​ ​ ​ ​ 14.91 ​ ​
Total Direct Investments (United States)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,069,903,274 ​ ​ ​ ​ ​ 2,233,548,049 ​ ​ ​ ​ ​ 115.60 ​ ​
Interest in affiliated investment fund(1)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
HealthCare Royalty Partners II, L.P.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
LP Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,250,459 ​ ​ ​ ​ ​ 1,710,360 ​ ​ ​ ​ ​ 0.09 ​ ​
Total United States
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,071,153,733 ​ ​ ​ ​ ​ 2,235,258,409 ​ ​ ​ ​ ​ 115.69 ​ ​
Japan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Albireo
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58,116,956 ​ ​ ​ ​ ​ 92,294,222 ​ ​ ​ ​ ​ 4.78 ​ ​
Inavir
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31,212,457 ​ ​ ​ ​ ​ 31,478,730 ​ ​ ​ ​ ​ 1.63 ​ ​
Total Japan
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89,329,413 ​ ​ ​ ​ ​ 123,772,952 ​ ​ ​ ​ ​ 6.41 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-33
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedules of Investments (Continued)
December 31, 2020 & December 31, 2019
​ ​ ​
As of December 31, 2020
​
(in U.S. Dollars)
​ ​
Shares/
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Germany ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cetrotide
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,307,382 ​ ​ ​ ​ ​ 29,869,751 ​ ​ ​ ​ ​ 1.55 ​ ​
Eligard
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,276,956 ​ ​ ​ ​ ​ 2,002,045 ​ ​ ​ ​ ​ 0.10 ​ ​
Total Germany
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32,584,338 ​ ​ ​ ​ ​ 31,871,796 ​ ​ ​ ​ ​ 1.65 ​ ​
Switzerland ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Benlysta
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 28,447,129 ​ ​ ​ ​ ​ 27,595,722 ​ ​ ​ ​ ​ 1.42 ​ ​
Cardiorentis
Warrants(2)
​ ​ ​ ​ 1,272 ​ ​ ​ ​ ​ 1,974,762 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Switzerland
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,421,891 ​ ​ ​ ​ ​ 27,595,722 ​ ​ ​ ​ ​ 1.42 ​ ​
Total Investments
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,223,489,375 ​ ​ ​ ​ $ 2,418,498,879 ​ ​ ​ ​ ​ 125.17% ​ ​
Investment classification by type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,569,596,583 ​ ​ ​ ​ $ 1,758,430,530 ​ ​ ​ ​ ​ 91.00% ​ ​
Notes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 631,310,574 ​ ​ ​ ​ ​ 650,997,989 ​ ​ ​ ​ ​ 33.70 ​ ​
Preferred Stock
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19,356,997 ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 0.38 ​ ​
LP Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,250,459 ​ ​ ​ ​ ​ 1,710,360 ​ ​ ​ ​ ​ 0.09 ​ ​
Warrants
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,974,762 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Investments
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,223,489,375 ​ ​ ​ ​ $ 2,418,498,879 ​ ​ ​ ​ ​ 125.17% ​ ​
​
​
(1)
All investments are valued using significant unobservable inputs
​
(2)
Non-income producing securities
​
The accompanying notes are an integral part of these combined financial statements.
F-34
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedules of Investments (Continued)
December 31, 2020 & December 31, 2019
​ ​ ​
As of December 31, 2019
​
(in U.S. Dollars)
​ ​
Shares/
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Direct Investments(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
United States ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Acorda Therapeutics, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 26,961,666 ​ ​ ​ ​ $ 25,397,548 ​ ​ ​ ​ ​ 1.77% ​ ​
Adamas Pharma, LLC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Note, 11% Cash, 11% PIK, December 31, 2026
​ ​ ​ $ 116,356,294 ​ ​ ​ ​ ​ 116,484,385 ​ ​ ​ ​ ​ 125,229,979 ​ ​ ​ ​ ​ 8.71 ​ ​
Aerial BioPharma, LLC
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 100,000,954 ​ ​ ​ ​ ​ 108,001,459 ​ ​ ​ ​ ​ 7.51 ​ ​
Agenus, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 190,307,425 ​ ​ ​ ​ ​ 284,373,376 ​ ​ ​ ​ ​ 19.77 ​ ​
Cervarix
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,319,799 ​ ​ ​ ​ ​ 161,661 ​ ​ ​ ​ ​ 0.01 ​ ​
Coherus Biosciences
Senior Convertible Note, 8.2%, March 31, 2022
​ ​ ​ $ 75,000,000 ​ ​ ​ ​ ​ 75,000,000 ​ ​ ​ ​ ​ 79,025,604 ​ ​ ​ ​ ​ 5.50 ​ ​
Senior Secured Term Loan, Variable, January 7, 2025
​ ​ ​ $ 75,000,000 ​ ​ ​ ​ ​ 74,094,954 ​ ​ ​ ​ ​ 75,275,292 ​ ​ ​ ​ ​ 5.23 ​ ​
Total Coherus Biosciences
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 149,094,954 ​ ​ ​ ​ ​ 154,300,896 ​ ​ ​ ​ ​ 10.73 ​ ​
Infinity Pharmaceuticals, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,014,963 ​ ​ ​ ​ ​ 32,352,574 ​ ​ ​ ​ ​ 2.25 ​ ​
Karyopharm Therapeutics, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 75,050,725 ​ ​ ​ ​ ​ 77,498,299 ​ ​ ​ ​ ​ 5.39 ​ ​
Krystexxa
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 27,058,326 ​ ​ ​ ​ ​ 28,555,079 ​ ​ ​ ​ ​ 1.99 ​ ​
La Jolla Pharma, LLC(2)
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 122,740,774 ​ ​ ​ ​ ​ 72,779,552 ​ ​ ​ ​ ​ 5.06 ​ ​
Lyrica
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,090,552 ​ ​ ​ ​ ​ 8,090,552 ​ ​ ​ ​ ​ 0.56 ​ ​
Miotox, LLC
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 33,856,062 ​ ​ ​ ​ ​ 41,928,133 ​ ​ ​ ​ ​ 2.92 ​ ​
Myozyme
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,976,792 ​ ​ ​ ​ ​ 7,164,592 ​ ​ ​ ​ ​ 0.50 ​ ​
Orenitram
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24,842,475 ​ ​ ​ ​ ​ 24,842,475 ​ ​ ​ ​ ​ 1.73 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-35
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedules of Investments (Continued)
December 31, 2020 & December 31, 2019
​ ​ ​
As of December 31, 2019
​
(in U.S. Dollars)
​ ​
Shares/
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Paratek Royalty Corporation
Secured Promissory Note, 12%, May 1, 2029
​ ​ ​ $ 32,500,000 ​ ​ ​ ​ ​ 31,845,274 ​ ​ ​ ​ ​ 32,709,013 ​ ​ ​ ​ ​ 2.27 ​ ​
Portola Pharmaceuticals, Inc.
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 125,850,165 ​ ​ ​ ​ ​ 142,240,842 ​ ​ ​ ​ ​ 9.89 ​ ​
Senior Secured Loan, 9.75%, February 28, 2025
​ ​ ​ $ 62,500,000 ​ ​ ​ ​ ​ 61,570,056 ​ ​ ​ ​ ​ 62,865,317 ​ ​ ​ ​ ​ 4.37 ​ ​
Total Portola Pharmaceuticals, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 187,420,221 ​ ​ ​ ​ ​ 205,106,159 ​ ​ ​ ​ ​ 14.26 ​ ​
Progenics Pharmaceuticals
Note, 9.5%, June 30, 2025
​ ​ ​ $ 39,519,705 ​ ​ ​ ​ ​ 38,461,264 ​ ​ ​ ​ ​ 39,755,207 ​ ​ ​ ​ ​ 2.76 ​ ​
Rutgers
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9,889,633 ​ ​ ​ ​ ​ 11,601,982 ​ ​ ​ ​ ​ 0.81 ​ ​
Suneva Medical, Inc.
Note, 10.9% Cash, 10.9% PIK, May 31, 2021
​ ​ ​ $ 23,610,214 ​ ​ ​ ​ ​ 24,264,142 ​ ​ ​ ​ ​ 24,136,470 ​ ​ ​ ​ ​ 1.68 ​ ​
Series 1-C Preferred Stock(2)
​ ​ ​ ​ 5,000,000 ​ ​ ​ ​ ​ 4,758,631 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Suneva Medical, Inc.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 29,022,773 ​ ​ ​ ​ ​ 24,136,470 ​ ​ ​ ​ ​ 1.68 ​ ​
Triple Royalty Sub, LLC
Note, 9% Cash, 9% PIK, April 15,
2033
​ ​ ​ $ 47,069,503 ​ ​ ​ ​ ​ 47,612,349 ​ ​ ​ ​ ​ 46,263,161 ​ ​ ​ ​ ​ 3.22 ​ ​
Total Direct Investments (United States)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,259,051,366 ​ ​ ​ ​ ​ 1,350,248,167 ​ ​ ​ ​ ​ 93.90 ​ ​
Interest in affiliated investment fund(1)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
HealthCare Royalty Partners II, L.P.
LP Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,149,441 ​ ​ ​ ​ ​ 1,674,819 ​ ​ ​ ​ ​ 0.12 ​ ​
Total United States
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,260,200,807 ​ ​ ​ ​ ​ 1,351,922,986 ​ ​ ​ ​ ​ 94.02 ​ ​
Japan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Albireo
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 45,182,486 ​ ​ ​ ​ ​ 53,122,150 ​ ​ ​ ​ ​ 3.69 ​ ​
Inavir
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32,172,073 ​ ​ ​ ​ ​ 32,941,166 ​ ​ ​ ​ ​ 2.29 ​ ​
Total Japan
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 77,354,559 ​ ​ ​ ​ ​ 86,063,316 ​ ​ ​ ​ ​ 5.98 ​ ​
​
The accompanying notes are an integral part of these combined financial statements.
F-36
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Schedules of Investments (Continued)
December 31, 2020 & December 31, 2019
​ ​ ​
As of December 31, 2019
​
(in U.S. Dollars)
​ ​
Shares/
Principal
Amount
​ ​
Current
Cost
​ ​
Fair
Value
​ ​
Fair Value
as a % of
Partners’
Capital
​
Germany ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cetrotide
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39,026,447 ​ ​ ​ ​ ​ 37,831,085 ​ ​ ​ ​ ​ 2.63 ​ ​
Eligard
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,099,670 ​ ​ ​ ​ ​ 3,548,040 ​ ​ ​ ​ ​ 0.25 ​ ​
Total Germany
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 44,126,117 ​ ​ ​ ​ ​ 41,379,125 ​ ​ ​ ​ ​ 2.88 ​ ​
Switzerland ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pharmaceuticals
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Benlysta
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31,962,406 ​ ​ ​ ​ ​ 31,962,406 ​ ​ ​ ​ ​ 2.22 ​ ​
Cardiorentis
Warrants(2)
​ ​ ​ ​ 1,272 ​ ​ ​ ​ ​ 1,974,762 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Switzerland
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 33,937,168 ​ ​ ​ ​ ​ 31,962,406 ​ ​ ​ ​ ​ 2.22 ​ ​
Total Investments
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,415,618,651 ​ ​ ​ ​ $ 1,511,327,833 ​ ​ ​ ​ ​ 105.10% ​ ​
Investment classification by type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty Interests
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 938,403,393 ​ ​ ​ ​ $ 1,024,392,971 ​ ​ ​ ​ ​ 71.24% ​ ​
Notes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 469,332,424 ​ ​ ​ ​ ​ 485,260,043 ​ ​ ​ ​ ​ 33.74 ​ ​
LP Interest
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,149,441 ​ ​ ​ ​ ​ 1,674,819 ​ ​ ​ ​ ​ 0.12 ​ ​
Preferred Stock
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,758,631 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Warrants
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,974,762 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total Investments
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,415,618,651 ​ ​ ​ ​ $ 1,511,327,833 ​ ​ ​ ​ ​ 105.10% ​ ​
​
​
(1)
All investments are valued using significant unobservable inputs
​
(2)
Non-income producing securities
​
The accompanying notes are an integral part of these combined financial statements.
F-37
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Statements of Operations
Years Ended December 31, 2020 & December 31, 2019
​ ​ ​
For the Years Ended
​
(in U.S. Dollars)
​ ​
December 31, 2020
​ ​
December 31, 2019
​
Investment income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Royalty income
​ ​ ​ $ 166,467,435 ​ ​ ​ ​ $ 130,792,412 ​ ​
Note interest
​ ​ ​ ​ 50,397,184 ​ ​ ​ ​ ​ 38,060,174 ​ ​
Paid-in-kind interest
​ ​ ​ ​ 11,952,943 ​ ​ ​ ​ ​ 8,399,147 ​ ​
Other Income
​ ​ ​ ​ 9,727 ​ ​ ​ ​ ​ 53,128 ​ ​
Total investment income
​ ​ ​ ​ 228,827,289 ​ ​ ​ ​ ​ 177,304,861 ​ ​
Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Management fees (Note 6)
​ ​ ​ ​ 26,666,102 ​ ​ ​ ​ ​ 20,537,612 ​ ​
Performance fees (Note 6)
​ ​ ​ ​ 8,530,752 ​ ​ ​ ​ ​ 4,267,404 ​ ​
Interest expense
​ ​ ​ ​ 7,294,277 ​ ​ ​ ​ ​ 1,219,183 ​ ​
Investment research and other expenses
​ ​ ​ ​ 1,767,354 ​ ​ ​ ​ ​ 2,145,690 ​ ​
Professional fees
​ ​ ​ ​ 1,631,933 ​ ​ ​ ​ ​ 1,308,113 ​ ​
Organizational expenses
​ ​ ​ ​ 119,459 ​ ​ ​ ​ ​ 692,454 ​ ​
Total expenses
​ ​ ​ ​ 46,009,877 ​ ​ ​ ​ ​ 30,170,456 ​ ​
Management fees waived
​ ​ ​ ​ (732,915) ​ ​ ​ ​ ​ (492,414) ​ ​
Net expenses
​ ​ ​ ​ 45,276,962 ​ ​ ​ ​ ​ 29,678,042 ​ ​
Net investment income
​ ​ ​ ​ 183,550,327 ​ ​ ​ ​ ​ 147,626,819 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ 11,102,470 ​ ​ ​ ​ ​ (7,705,851) ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 58,599,027 ​ ​ ​ ​ ​ 32,631,338 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 69,701,497 ​ ​ ​ ​ ​ 24,925,487 ​ ​
Net increase in partners’ capital resulting from operations
​ ​ ​ $ 253,251,824 ​ ​ ​ ​ $ 172,552,306 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-38
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Statements of Changes in Partners’ Capital
Years Ended December 31, 2020 & December 31, 2019
(in U.S. Dollars)
​ ​
General
Partners
​ ​
Limited
Partners
​ ​
Total
​
Partners’ capital at January 1, 2020
​ ​ ​ $ 47,834,522 ​ ​ ​ ​ $ 1,390,096,991 ​ ​ ​ ​ $ 1,437,931,513 ​ ​
Capital contributions
​ ​ ​ ​ 3,730,932 ​ ​ ​ ​ ​ 555,891,167 ​ ​ ​ ​ ​ 559,622,099 ​ ​
Distributions
​ ​ ​ ​ (1,909,113) ​ ​ ​ ​ ​ (316,943,129) ​ ​ ​ ​ ​ (318,852,242) ​ ​
Syndication costs
​ ​ ​ ​ (3) ​ ​ ​ ​ ​ (295) ​ ​ ​ ​ ​ (298) ​ ​
Net investment income
​ ​ ​ ​ 1,654,819 ​ ​ ​ ​ ​ 181,895,508 ​ ​ ​ ​ ​ 183,550,327 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 658,792 ​ ​ ​ ​ ​ 69,042,705 ​ ​ ​ ​ ​ 69,701,497 ​ ​
Carried interest
​ ​ ​ ​ 33,068,047 ​ ​ ​ ​ ​ (33,068,047) ​ ​ ​ ​ ​ — ​ ​
Partners’ capital at December 31, 2020
​ ​ ​ $ 85,037,996 ​ ​ ​ ​ $ 1,846,914,900 ​ ​ ​ ​ $ 1,931,952,896 ​ ​
​ ​ ​
General
Partners
​ ​
Limited
Partners
​ ​
Total
​
Partners’ capital at January 1, 2019
​ ​ ​ $ 29,213,705 ​ ​ ​ ​ $ 1,142,287,554 ​ ​ ​ ​ $ 1,171,501,259 ​ ​
Capital contributions
​ ​ ​ ​ 3,456,136 ​ ​ ​ ​ ​ 385,055,779 ​ ​ ​ ​ ​ 388,511,915 ​ ​
Return of capital contributions(1)
​ ​ ​ ​ (425,000) ​ ​ ​ ​ ​ (55,585,046) ​ ​ ​ ​ ​ (56,010,046) ​ ​
Distributions
​ ​ ​ ​ (1,282,781) ​ ​ ​ ​ ​ (236,811,685) ​ ​ ​ ​ ​ (238,094,466) ​ ​
Syndication costs
​ ​ ​ ​ (5,295) ​ ​ ​ ​ ​ (524,160) ​ ​ ​ ​ ​ (529,455) ​ ​
Net investment income
​ ​ ​ ​ 1,030,048 ​ ​ ​ ​ ​ 146,596,771 ​ ​ ​ ​ ​ 147,626,819 ​ ​
Net realized and unrealized gain (loss) on investments
​ ​ ​ ​ 138,811 ​ ​ ​ ​ ​ 24,786,676 ​ ​ ​ ​ ​ 24,925,487 ​ ​
Carried interest
​ ​ ​ ​ 15,708,898 ​ ​ ​ ​ ​ (15,708,898) ​ ​ ​ ​ ​ — ​ ​
Partners’ capital at December 31, 2019
​ ​ ​ $ 47,834,522 ​ ​ ​ ​ $ 1,390,096,991 ​ ​ ​ ​ $ 1,437,931,513 ​ ​
​
(1)
Return of capital contributions represent capital contributions that were returned within 90 days of receipt and returns of capital contributions resulting from subsequent closings that occurred in HealthCare Royalty Partners IV, L.P.
​
The accompanying notes are an integral part of these combined financial statements.
F-39
 
HealthCare Royalty Partners
(Delaware limited partnership)
Combined Statements of Cash Flows
Years Ended December 31, 2020 & December 31, 2019
​ ​ ​
For the Years Ended
​
(in U.S. dollars)
​ ​
December 31, 2020
​ ​
December 31, 2019
​
Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash collections from royalty interests
​ ​ ​ $ 227,439,825 ​ ​ ​ ​ $ 171,499,762 ​ ​
Cash collections from notes
​ ​ ​ ​ 55,803,111 ​ ​ ​ ​ ​ 45,836,039 ​ ​
Proceeds from sale of investments
​ ​ ​ ​ 121,837,989 ​ ​ ​ ​ ​ 35,615,865 ​ ​
Payments for operating costs and professional
services
​ ​ ​ ​ (34,485,229) ​ ​ ​ ​ ​ (28,477,863) ​ ​
Interest paid
​ ​ ​ ​ (6,455,966) ​ ​ ​ ​ ​ (1,072,560) ​ ​
Acquisitions of investments
​ ​ ​ ​ (1,013,679,845) ​ ​ ​ ​ ​ (397,649,441) ​ ​
Net cash used in operating activities
​ ​ ​ ​ (649,540,115) ​ ​ ​ ​ ​ (174,248,198) ​ ​
Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Distributions
​ ​ ​ ​ (318,852,242) ​ ​ ​ ​ ​ (238,094,466) ​ ​
Capital contributions
​ ​ ​ ​ 559,622,099 ​ ​ ​ ​ ​ 386,012,379 ​ ​
Return of capital contributions
​ ​ ​ ​ — ​ ​ ​ ​ ​ (56,010,046) ​ ​
Syndication costs
​ ​ ​ ​ (298) ​ ​ ​ ​ ​ (529,455) ​ ​
Payments on Revolving Credit
​ ​ ​ ​ (26,424,917) ​ ​ ​ ​ ​ — ​ ​
Borrowings on Revolving Credit
​ ​ ​ ​ 436,783,136 ​ ​ ​ ​ ​ 82,641,781 ​ ​
Net cash provided by financing activities
​ ​ ​ ​ 651,127,778 ​ ​ ​ ​ ​ 174,020,193 ​ ​
Net change in cash and cash equivalents
​ ​ ​ ​ 1,587,663 ​ ​ ​ ​ ​ (228,005) ​ ​
Cash and cash equivalents, beginning of year
​ ​ ​ ​ 10,145,258 ​ ​ ​ ​ ​ 10,373,263 ​ ​
Cash and cash equivalents, end of year
​ ​ ​ $ 11,732,921 ​ ​ ​ ​ $ 10,145,258 ​ ​
The accompanying notes are an integral part of these combined financial statements.
F-40
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements
December 31, 2020 & December 31, 2019
1.   Organization
HealthCare Royalty Partners III, L.P., HealthCare Royalty Partners IV, L.P., HCRP Overflow Fund, L.P., HCR Stafford Fund, L.P., HCR Molag Fund, L.P., HCR H.O.P. Fund, L.P., HCR Potomac Fund, L.P., HCR Canary Fund, L.P. and PPCF Harris Feeder, L.P. (collectively, the “Master Funds”), along with HealthCare Royalty Partners III-A, L.P. and HealthCare Royalty Partners IV-A, L.P. (collectively, the “Feeder Funds”) are Delaware limited partnerships organized for the purpose of making investments principally in commercial stage healthcare products.
The Master Funds and the Feeder Funds (collectively, “HealthCare Royalty Partners” or the “Funds”) seek to achieve their investment objectives by (i) purchasing cash flow streams related to biopharmaceutical product sales and (ii) investing in the debt of biopharmaceutical companies with attractive assets. The ultimate structure of the Funds’ investments are typically determined by the type of counterparty with which the Funds contract. Below are the four primary structures employed across counterparty type.
Counterparty is Royalty Recipient
•
Royalty purchases represent investments in existing royalty contracts. These royalty contracts are entered into when an inventor, research institution, university or biopharmaceutical company signs an IP licensing agreement with a third-party marketer, such as a larger pharmaceutical company. Under these license agreements, the inventor, university or biopharmaceutical company is entitled to receive a stream of cash flow payments based on the future sales of the product, but typically has no role in the product’s commercialization, which is performed by a third-party marketer. In a royalty purchase, the Funds acquire all or part of the royalty contract and receive the resulting cash flows.
​
•
Royalty notes represent structured financing solutions whereby an issuer may place the royalty contract(s) into a special purpose vehicle (“SPV”) and issue debt from the SPV. The debt is then serviced by the applicable royalty stream related to the royalty contract. The interest and principal payments are typically based on consistent, predictable royalty streams that are over-collateralized.
​
Counterparty is Product Marketer
•
Revenue interest (aka synthetic royalty) financings represent highly structured, non-dilutive financing alternatives for healthcare companies seeking to raise capital in lieu of issuing traditional debt or equity. In a revenue interest investment, the Funds create a royalty contract with a biopharmaceutical company that owns the rights to one or more products and typically plays the principal role in the commercialization, marketing and sales of such product. This contract entitles the Funds to receive a stream of cash flow payments that are derived from future sales of a product. The Funds can also structure these contracts as debt financing with a fixed interest component as well as a contingent interest component based on product sales.
​
Structured debt represents fixed interest instruments that are typically collateralized by all assets. In these situations, the Funds’ underwriting is typically based on the value of a product(s) owned by the company.
 
F-41
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
1.   Organization (Continued)
The Funds were organized on and commenced operations on the following dates:
​
Master Funds
​ ​
Organization Date
​ ​
Commencement of Operations
​
​
HealthCare Royalty Partners III, L.P.
​ ​
July 17, 2013
​ ​
July 17, 2013
​
​
HealthCare Royalty Partners IV, L.P.
​ ​
November 28, 2018
​ ​
January 3, 2019
​
​
HCRP Overflow Fund, L.P.
​ ​
February 2, 2010
​ ​
February 4, 2010
​
​
HCR Stafford Fund, L.P.
​ ​
June 28, 2016
​ ​
June 28, 2016
​
​
HCR Molag Fund, L.P.
​ ​
August 8, 2017
​ ​
August 8, 2017
​
​
HCR H.O.P. Fund, L.P.
​ ​
September 28, 2016
​ ​
September 28, 2016
​
​
HCR Potomac Fund, L.P.
​ ​
December 16, 2019
​ ​
February 26, 2020
​
​
HCR Canary Fund, L.P.
​ ​
July 31, 2020
​ ​
August 6, 2020
​
​
PPCF Harris Feeder, L.P.
​ ​
August 5, 2020
​ ​
August 5, 2020
​
​
Feeder Funds
​ ​
Organization Date
​ ​
Commencement of Operations
​
​
HealthCare Royalty Partners III-A, L.P.
​ ​
September 28, 2016
​ ​
September 28, 2016
​
​
HealthCare Royalty Partners IV-A, L.P.
​ ​
November 28, 2018
​ ​
January 3, 2019
​
The Feeder Funds’ have a participation interest in the affiliated Master Funds, as detailed in the table below, and are treated as feeder funds. The Feeder Funds pay management fees and carried interest at the Feeder Fund level.
​
Feeder Fund
​ ​
Affiliated Master Fund
​ ​
Feeder Fund ownership of
capital commitments in Master
Fund
​ ​
Unfunded capital
commitments
​
​
HealthCare Royalty Partners III-A, L.P.
​ ​
HealthCare Royalty Partners III, L.P.
​ ​
11.8%
​ ​
5,617,034
​
​
HealthCare Royalty Partners IV-A, L.P.
​ ​
HealthCare Royalty Partners IV, L.P.
​ ​
20.3%
​ ​
245,149,770
​
HealthCare Royalty GP III, LLC, HealthCare Royalty GP IV, LLC, HCRP Overflow GP, LLC, HCR Stafford Fund GP, LLC, HCR Molag Fund GP, LLC, HCR H.O.P. Fund GP, LLC, HCR Potomac Fund GP, LLC, HCR Canary Fund GP, LLC, and HCR Harris Feeder GP, LLC (collectively, the “General Partners”) are the General Partners of the Master Funds and Feeder Funds as detailed in the table below:
​
General Partner
​ ​
Fund
​
​
HealthCare Royalty GP III, LLC
​ ​
HealthCare Royalty Partners III, L.P.
​
​
HealthCare Royalty GP III, LLC
​ ​
HealthCare Royalty Partners III-A, L.P.
​
​
HealthCare Royalty GP IV, LLC
​ ​
HealthCare Royalty Partners IV, L.P.
​
​
HealthCare Royalty GP IV, LLC
​ ​
HealthCare Royalty Partners IV-A, L.P.
​
​
HCRP Overflow GP, LLC
​ ​
HCRP Overflow Fund, L.P.
​
​
HCR Stafford Fund GP, LLC
​ ​
HCR Stafford Fund, L.P.
​
​
HCR Molag Fund GP, LLC
​ ​
HCR Molag Fund, L.P.
​
​
HCR H.O.P. Fund GP, LLC
​ ​
HCR H.O.P. Fund, L.P.
​
​
HCR Potomac Fund, GP LLC
​ ​
HCR Potomac Fund, L.P.
​
​
HCR Canary Fund, GP LLC
​ ​
HCR Canary Fund, L.P.
​
​
HCR Harris Feeder GP, LLC
​ ​
PPCF Harris Feeder, L.P.
​
 
F-42
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
1.   Organization (Continued)
HealthCare Royalty Management, LLC (the “Manager”) is the investment manager of the Funds. The Manager is a registered investment advisor with the Securities Exchange Commission (“SEC”). Except as set forth in the various agreements of the Funds, the General Partners direct all affairs of the Funds as the management, policies and control of the Funds are vested exclusively in the General Partners.
The Funds, General Partners and Manager are related parties of Cowen, Inc., an SEC registered financial services firm providing alternative investment management, investment banking, research, and brokerage services through its wholly-owned subsidiaries Cowen Investment Management, LLC and Cowen Holdings, Inc.
SS&C GlobeOp Fund Services Private Equity Industry Solutions (the “Former Administrator”) acted as administrator to the Funds through June 30, 2020, pursuant to an agreement between the Funds and the Former Administrator. Beginning July 1, 2020, HealthCare Royalty Partners III, L.P., HealthCare Royalty Partners IV, L.P., HCRP Overflow Fund, L.P., HCR Stafford Fund, L.P. and HCR H.O.P. Fund, L.P. transitioned fund accounting responsibilities to a new administrator, Mainstream Fund Services, Inc. (“Mainstream”). Mainstream acted as administrator to HCR Canary Fund, L.P. and PPCF Harris Feeder, L.P. beginning with their respective commencement of operations. The Former Administrator continued to act as administrator to HCR Molag Fund, L.P. and HCR Potomac Fund, L.P. through December 31, 2020.
2.   Significant Accounting Policies
Basis of Presentation
The accompanying combined financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and are stated in U.S. Dollars. The General Partners have determined that the Funds meet the criteria of investment companies and therefore apply specialized accounting for investment companies. The following is a summary of significant accounting policies followed by HealthCare Royalty Partners in preparation of its combined financial statements.
Combined Financial Statements
The HealthCare Royalty Partners combined financial statements include the accounts of the Master Funds and the Feeder Funds. Combined financials statements are presented because HealthCare Royalty Partners has a common management team, common investment types and largely common investments, commonly financed activities, common operations and defined methods of allocating expenses. All intercompany balances are eliminated in the combination.
Use of Estimates
The preparation of combined financial statements in conformity with GAAP requires the General Partners to make estimates and assumptions that affect the reported amounts and disclosures in the combined financial statements and accompanying notes. In particular, estimates are made relating to the fair value of the Funds’ investments. The General Partners believe that the estimates utilized in preparing its combined financial statements are reasonable; however, actual results could differ from those estimates and the differences could be material to the combined financial statements.
Investments
Due to the inherent uncertainty of valuation of assets like those held by the Funds, the General Partners’ determination of fair value may differ significantly from values that would have been realized
 
F-43
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
2.   Significant Accounting Policies (Continued)
had a ready market for the investments existed, and such differences could be material to the Funds’ combined financial statements.
Royalty Interests
Royalty interests are treated as debt transactions with contingent future payments and are recognized when the Funds have incurred an obligation to fund the investment and has contractual rights to cash flows to the royalty interests. At the time of underwriting, the General Partners project estimated quarterly cash flows to be received or paid with respect to each royalty interest, which results in a projected internal rate of return (“IRR”) for such royalty interest. Subsequent to the initial investment date, the fair value of any royalty interest is determined based on the net present value of the projected cash flows, using updated expectations of future cash flows and a discount rate to reflect market conditions and other quantitative and qualitative factors. Payments received are treated in part as income, calculated using the IRR, and in part as repayment of the investment cost.
Risk adjusted anticipated cash flows are determined by the General Partners by performing appropriate due diligence utilizing currently available information including, but not limited to, actual historical product sales, trends, size of patient population, market share, competition and intellectual property rights. Additionally, the General Partners attempt to limit counterparty risk of its royalty and revenue interests through transaction structures that are specific to each individual investment and by generally requiring cash payments be made directly to the Funds by the marketer or to a lockbox set up specifically to collect and allocate payments in accordance with terms as outlined in the individual investment agreements.
Notes
Investments in notes are initially valued at cost and are recognized when the Funds have incurred an obligation to fund the investment and has contractual rights to cash flows from the note, which is typically the funding date. Subsequent to the initial investment date, such investments are recorded at estimated fair value after giving consideration to actual interest and principal payments, market conditions, and other quantitative and qualitative factors, including the net present value of the projected cash flows, using updated expectations of future cash flows and a discount rate to reflect market conditions. Future cash flows are based on the structure of each note and can include fixed interest coupon, variable revenue interest (revenue interest on note), final payment fees and principal payments. The timing of the payment of principal can vary depending on the structure of the note. Investments can be secured by the assets or revenue streams of the counterparty. Convertible notes, where the underlying equity is publicly traded and is near or above the conversion price, are valued using one or more convertible debt pricing models taking into account the share price, the volatility of the stock and other variables.
Equities, including Preferred Stock
Investments in freely tradable equity securities are valued as of the close of trading on the date as of which the value is being determined and are equal to the last reported trade price of such security on such date on the exchange where it is primarily traded. If such security is not traded on an exchange, such security shall be valued at the reported closing bid price (or average of bid prices) last quoted on such date as reported by an established quotation service for over-the-counter securities. Investments in the common or preferred stock of private companies are stated at fair value. Where these investments are not traded in an active market, the estimated fair values assigned by the General Partners are determined in good faith and are based on available information considering, among other things, pricing models and/or recent private transactions.
 
F-44
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
2.   Significant Accounting Policies (Continued)
Limited Partnerships
The Funds measure the fair value of limited partnership interests based on its proportionate investment in the net assets of the limited partnership. Where the limited partnership is an affiliate of the General Partners, the fair value of the underlying investments of the limited partnership are determined in a manner consistent with the policies of the Funds. Payments received from such limited partnerships are allocated to the original purchase cost or accounted for as a realized gain after taking into account factors such as realized gains on the limited partnership’s underlying investment and any distribution hierarchy.
Warrants
Investments in warrants in public companies are valued using a Black-Scholes valuation model, based on observable and unobservable inputs directly related to the warrants and discounted as deemed relevant by the General Partners. Where these investments are not traded in an active market, the estimated fair values assigned by the General Partners are determined in good faith and are based on available information considering, among other things, pricing models and/or recent private transactions.
Cash and Cash Equivalents
Cash is held in demand accounts with large commercial banks in the United States. Deposits in these accounts may exceed the amount of federal insurance provided on such deposits. The Funds consider all highly liquid investments with original maturities of three months or less from the time of purchase to be cash equivalents. There are no cash equivalents as of December 31, 2020 and December 31, 2019.
Investment Income and Operating Expenses
Interest income and operating expenses are recorded on an accrual basis. Royalty income is recorded based on the calculated IRR (as discussed above) except where the investment fair value is less than unrecovered cost. If the investment fair value is less than unrecovered cost, cash received is treated as a return of cost in the current and subsequent periods until the unrecovered cost is lower than or equal to fair value as of each measurement date. Dividend income is recorded on the ex-dividend date, net of any applicable withholding taxes. Discount or premium on notes are accreted or amortized based on the effective yield method. Payment-in-kind interest is added to the principal and cost amounts of the note and recorded as interest income.
Pre-acquisition transaction costs incurred in connection with the evaluation of specific investments are deferred and capitalized as a component of the cost basis of such investments when the transactions are consummated or are recorded as portfolio management costs and other expenses when management believes the transaction will not be consummated.
Post-acquisition costs incurred in connection with the ongoing holding of investments are expensed as incurred and are included in investment research and other expenses.
Income Taxes
The Funds themselves are not subject to U.S. Federal income taxes and each partner is individually liable for income taxes, if any, on its share of the Funds’ net taxable income. Interest, dividends and other income realized by the Funds from non-U.S. sources and capital gains realized from the sale of investments of non-U.S. issuers may be subject to withholding and other taxes levied by the jurisdiction
 
F-45
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
2.   Significant Accounting Policies (Continued)
in which the income is sourced. Certain activities of the Funds may cause partners in the Funds to be subject to state taxes. The authoritative guidance on accounting for and disclosure of uncertainty in tax positions requires the General Partners to determine whether a tax position of the Funds is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the combined financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. There are no uncertain tax positions as of December 31, 2020 or as of December 31, 2019.
The Funds file tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Funds are subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2020, and December 31, 2019, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from year 2017 and 2016, respectively, forward (with limited exceptions). Certain foreign jurisdictions may not have a statute of limitations.
The Funds may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any such positions, the Funds might be found to have a tax liability that has not been recorded in the combined financial statements. Also, the General Partners’ conclusions may be subject to review and adjustment at a later date based on changing tax laws, regulations and interpretations thereof.
Based on its analysis, the General Partners have determined that the Funds have not obtained any asset, or incurred any liability for unrecognized tax benefits or tax liabilities, respectively, as of, or for the years ended December 31, 2020 or December 31, 2019.
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the valuation date. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. Dollars on transaction dates. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments. Such fluctuations, if any, are included with net realized and net change in unrealized gain (loss) from investments in the statement of operations.
Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB issued ASU No. 2018-13 “Fair Value Measurement (Topic 820) — Changes to the Disclosure Requirements for Fair Value Measurement”. This ASU is intended to improve the effectiveness of disclosure requirements on fair value measurement. The ASU is effective for the Funds for annual reporting periods beginning after December 15, 2019 and early adoption is permitted. Management has elected to early adopt ASU No. 2018-13. The effect of the change includes the elimination of certain footnote disclosures to the financial statements and does not have a material impact on the Funds’ combined financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform — Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period meant to ease the potential burden in accounting for, or recognizing the effects of, reform to LIBOR and certain other reference rates. The standard is effective for all entities
 
F-46
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
2.   Significant Accounting Policies (Continued)
beginning on March 12, 2020 and may be elected over time. However, ASU 2020-04 is only applicable to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, and that were entered into or evaluated prior to January 1, 2023. The Funds are currently evaluating the impact that the adoption of ASU 2020-04 would have on its combined financial statements.
3.   Fair Value Measurements
The Funds utilize various methods to measure the fair value of their investments. GAAP establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.
​
Level 2
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
​
Level 3
Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.
​
The availability of observable inputs can vary from investment to investment and is affected by a variety of factors, including, for example, the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the investment. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for investments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
 
F-47
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
3.   Fair Value Measurements (Continued)
The following table summarizes the Funds’ investments that were accounted for at fair value by level within the hierarchy as of December 31, 2020 and December 31, 2019:
​ ​ ​
Assets at Fair Value as of December 31, 2020
​
​ ​ ​
Level 1
​ ​
Level 2
​ ​
Level 3
​ ​
Total
​
Royalty Interests
​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,758,430,530 ​ ​ ​ ​ $ 1,758,430,530 ​ ​
Notes
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 650,997,989 ​ ​ ​ ​ ​ 650,997,989 ​ ​
Preferred Stock
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 7,360,000 ​ ​ ​ ​ ​ 7,360,000 ​ ​
LP Interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,710,360 ​ ​ ​ ​ ​ 1,710,360 ​ ​
Warrants
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 2,418,498,879 ​ ​ ​ ​ $ 2,418,498,879 ​ ​
​ ​ ​
Assets at Fair Value as of December 31, 2019
​
​ ​ ​
Level 1
​ ​
Level 2
​ ​
Level 3
​ ​
Total
​
Royalty Interests
​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,024,392,971 ​ ​ ​ ​ $ 1,024,392,971 ​ ​
Notes
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 485,260,043 ​ ​ ​ ​ ​ 485,260,043 ​ ​
LP Interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,674,819 ​ ​ ​ ​ ​ 1,674,819 ​ ​
Preferred Stock
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Warrants
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,511,327,833 ​ ​ ​ ​ $ 1,511,327,833 ​ ​
 
F-48
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
3.   Fair Value Measurements (Continued)
The following tables include a rollforward of the amounts for the years ended December 31, 2020 and December 31, 2019 for the investments classified within Level 3. The classification of an investment within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement.
Fair Value Measurements Using Level 3 Inputs for the year ended December 31, 2020
​
​ ​ ​
Royalty
Interests
​ ​
Notes
​ ​
Preferred
Stock
​ ​
LP Interest
​ ​
Total
​
Balance at January 1, 2020
​ ​ ​ $ 1,024,392,971 ​ ​ ​ ​ $ 485,260,043 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,674,819 ​ ​ ​ ​ $ 1,511,327,833 ​ ​
Purchases of investments
​ ​ ​ ​ 733,679,845 ​ ​ ​ ​ ​ 280,000,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,013,679,845 ​ ​
Transfer In
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,598,366 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,598,366 ​ ​
Transfer Out
​ ​ ​ ​ — ​ ​ ​ ​ ​ (14,598,366) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (14,598,366) ​ ​
Paid-in-kind interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ 11,952,943 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 11,952,943 ​ ​
Amortization of note discount
​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,178,244 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,178,244 ​ ​
Capitalized investment expenses
​ ​ ​ ​ 477,470 ​ ​ ​ ​ ​ 77,668 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 555,138 ​ ​
Investment cost paydowns
​ ​ ​ ​ (101,691,325) ​ ​ ​ ​ ​ (6,967,183) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (101,433) ​ ​ ​ ​ ​ (108,759,941) ​ ​
Unrealized royalty income
​ ​ ​ ​ 40,701,309 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 40,701,309 ​ ​
Proceeds from sale of investments
​ ​ ​ ​ — ​ ​ ​ ​ ​ (121,837,989) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (121,837,989) ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ 62,012,898 ​ ​ ​ ​ ​ 3,788,539 ​ ​ ​ ​ ​ (7,238,366) ​ ​ ​ ​ ​ 35,956 ​ ​ ​ ​ ​ 58,599,027 ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ (1,142,638) ​ ​ ​ ​ ​ 12,144,090 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 101,018 ​ ​ ​ ​ ​ 11,102,470 ​ ​
Balance at December 31, 2020
​ ​ ​ $ 1,758,430,530 ​ ​ ​ ​ $ 650,997,989 ​ ​ ​ ​ $ 7,360,000 ​ ​ ​ ​ $ 1,710,360 ​ ​ ​ ​ $ 2,418,498,879 ​ ​
Change in unrealized gain (loss) related to investments still held at December 31, 2020
​ ​ ​ $ 60,946,302 ​ ​ ​ ​ $ 4,165,113 ​ ​ ​ ​ $ (7,238,366) ​ ​ ​ ​ $ 35,956 ​ ​ ​ ​ $ 57,909,005 ​ ​
 
F-49
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
3.   Fair Value Measurements (Continued)
Fair Value Measurements Using Level 3 Inputs for the year ended December 31, 2019
​
​ ​ ​
Royalty
Interests
​ ​
Notes
​ ​
LP Interest
​ ​
Preferred
Stock
​ ​
Total
​
Balance at January 1, 2019
​ ​ ​ $ 819,197,552 ​ ​ ​ ​ $ 344,595,521 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,184,536 ​ ​ ​ ​ $ 1,164,977,609 ​ ​
Purchases of investments
​ ​ ​ ​ 226,500,000 ​ ​ ​ ​ ​ 170,000,000 ​ ​ ​ ​ ​ 1,149,441 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 397,649,441 ​ ​
Paid-in-kind interest
​ ​ ​ ​ — ​ ​ ​ ​ ​ 8,399,147 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 8,399,147 ​ ​
Amortization of note discount
​ ​ ​ ​ — ​ ​ ​ ​ ​ 368,945 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 368,945 ​ ​
Capitalized investment expenses
​ ​ ​ ​ 232,860 ​ ​ ​ ​ ​ 76,795 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 309,655 ​ ​
Investment cost paydowns
​ ​ ​ ​ (71,155,853) ​ ​ ​ ​ ​ (6,272,983) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (77,428,836) ​ ​
Unrealized royalty income
​ ​ ​ ​ 30,448,500 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 30,448,500 ​ ​
Proceeds from sale of investments
​ ​ ​ ​ — ​ ​ ​ ​ ​ (35,615,865) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (35,615,865) ​ ​
Original issue discount on new purchases
​ ​ ​ ​ — ​ ​ ​ ​ ​ (2,706,250) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (2,706,250) ​ ​
Net change in unrealized gain (loss) on
investments
​ ​ ​ ​ 26,723,022 ​ ​ ​ ​ ​ 6,567,474 ​ ​ ​ ​ ​ 525,378 ​ ​ ​ ​ ​ (1,184,536) ​ ​ ​ ​ ​ 32,631,338 ​ ​
Net realized gain (loss) on
investments
​ ​ ​ ​ (7,553,110) ​ ​ ​ ​ ​ (152,741) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (7,705,851) ​ ​
Balance at December 31, 2019
​ ​ ​ $ 1,024,392,971 ​ ​ ​ ​ $ 485,260,043 ​ ​ ​ ​ $ 1,674,819 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,511,327,833 ​ ​
Change in unrealized gain (loss) related to investments still held at December 31, 2019
​ ​ ​ $ 19,814,664 ​ ​ ​ ​ $ 6,567,474 ​ ​ ​ ​ $ 525,378 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 26,907,516 ​ ​
The Funds recognize all transfers at the beginning of the reporting period and related net change in unrealized gain (loss) is also transferred at the beginning of the reporting period.
Transfers between Level 1 and Level 2 generally relate to whether the principal market for the instrument becomes active or inactive. Transfers between Level 2 and 3 generally relate to whether significant relevant observable inputs are available for the fair value measurements in their entirety or due to changes in liquidity restrictions for the financial instrument.
During the years ended December 31, 2020 and December 31, 2019 there were no transfers of investments among levels.
The following charts provide quantitative information about the Level 3 fair value measurements of the Funds’ investments as of December 31, 2020 and December 31, 2019. In addition to the techniques and inputs noted in the chart below, according to the Funds’ valuation policy the General Partners may also use other valuation techniques and methodologies when determining the Funds’ fair value measurements. The chart below provides information on the significant Level 3 inputs as they relate to the Funds’ fair value measurements.
 
F-50
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
3.   Fair Value Measurements (Continued)
​ ​ ​
Qualitative Information about Level 3 Fair Value Measurements as of December 31, 2020
​
​
Fair Value at
December 31, 2020
​ ​
Valuation Techniques
​ ​
Unobservable Inputs
​ ​
Range (weighted average)
​
Royalty Interests(1)
​ ​ ​ $ 1,412,430,531 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
Timing of projected cash flows:
1 – 4 years
Discount rates: 6% – 15% (11)%
​
Notes(2) ​ ​ ​ $ 640,475,350 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
Timing of projected cash flows:
1 – 9 years
Discount rates: 10% – 14% (11)%
​
LP Interest
​ ​ ​ $ 1,710,360 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
N/A
​
Preferred Stock(3)
​ ​ ​ $ — ​ ​ ​
N/A
​ ​
N/A
​ ​
N/A
​
​
(1)
The quantitative disclosures exclude investments valued at $345,999,999 for which the determination of fair value is based on prices from recent transactions.
​
(2)
The quantitative disclosures exclude investments valued at $10,522,639 for which the determination of fair value is based on prices from recent transactions.
​
(3)
The quantitative disclosures exclude investments valued at $7,360,000 for which the determination of fair value is based on prices from recent transactions.
​
​ ​ ​
Qualitative Information about Level 3 Fair Value Measurements as of December 31, 2019
​
​
Fair Value at
December 31, 2019
​ ​
Valuation Techniques
​ ​
Unobservable Inputs
​ ​
Range (weighted average)
​
Royalty Interests
​ ​ ​ $ 1,024,392,971 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
Timing of projected cash flows:
2 – 13 years
Discount rates: 6% – 15% (12)%
​
Notes
​ ​ ​ $ 485,260,043 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
Timing of projected cash flows:
2 -11 years
Discount rates: 9% – 13% (11)%
​
LP Interest
​ ​ ​ $ 1,674,819 ​ ​ ​
Discounted cash flows
​ ​
Projected cash flows and
discount rate
​ ​
N/A
​
The valuation of royalty interests, notes and LP interests are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows and discount rate used to discount the estimated future cash flows expected to be received from the underlying investment. The significant inputs including the estimated cash flows and discount rate are determined by the General Partners by performing appropriate due diligence utilizing currently available information including, but not limited to, the stage of the underlying product’s life cycle, actual historical product sales for each product, market trends, size of patient population, market share, competition and intellectual property rights. The discount rate is also determined based on the market rates an investor would expect for a similar investment with similar risks.
Increases and decreases in estimated cash flows and/or discount rates would result in a decrease or increase in the fair value measurement, and those changes could be significant.
 
F-51
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
3.   Fair Value Measurements (Continued)
For the valuation of preferred stock, recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available:
•    Transactions in similar instruments;
•    Industry multiples and public comparable multiples.
Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including:
•    Current financial performance as compared to projected performance;
•    Capitalization rates and multiples; and
•    Market yields implied by transactions of similar or related assets.
Increases and decreases in performance of the underlying investment or comparable companies could result in a decrease or increase in the fair value measurement, and those changes could be significant. The General Partners have established valuation policies and procedures over its fair value measurement of financial instruments which include oversight by a valuation committee that, among other things, is responsible for overseeing and monitoring the pricing of the Funds’ investments.
The GAAP fair value leveling hierarchy is designated and monitored by the General Partners. In determining the designation, the General Partners take into consideration a number of factors including the observability of inputs, liquidity of the investment and the significance of a particular input to the fair value measurement. Models and inputs used to derive fair market value are subject to review by the valuation committee. The General Partners periodically review its valuation policy guidelines and may adjust them in light of, improved valuation metrics and models, the availability of reliable inputs and information, and prevailing market conditions. The General Partners and the valuation committee review periodic reports and material changes from period-to-period as part of their valuation procedures.
The fair market value for Level 3 investments may be highly sensitive to the use of industry standard models, unobservable inputs and subjective assumptions. The degree of fair market value sensitivity is also contingent upon the subjective weight given to specific inputs and valuation metrics. The interrelationship between unobservable inputs may vary significantly amongst Level 3 investments. Increases and decreases in any of those inputs in isolation can result in a significantly lower (higher) fair value measurement.
4.   Indirect Cash Flow
Adjustments to reconcile net increase in partners’ capital to net cash provided by operating activities are summarized below.
 
F-52
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
4.   Indirect Cash Flow (Continued)
​ ​ ​
For the Years Ended
​
​
December 31, 2020
​ ​
December 31, 2019
​
Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net increase in partners’ capital resulting from
operations
​ ​ ​ $ 253,251,824 ​ ​ ​ ​ ​ 172,552,306 ​ ​
Adjustments to reconcile net increase in partners’ capital resulting from operations to net cash used in operating activities
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Purchases of investments
​ ​ ​ ​ (1,013,679,845) ​ ​ ​ ​ ​ (397,649,441) ​ ​
Paid-in-kind interest
​ ​ ​ ​ (11,952,943) ​ ​ ​ ​ ​ (8,399,147) ​ ​
Amortization of original issue discount
​ ​ ​ ​ (1,178,244) ​ ​ ​ ​ ​ (368,945) ​ ​
Capitalized investment expenses
​ ​ ​ ​ (555,138) ​ ​ ​ ​ ​ (309,655) ​ ​
Proceeds from sale of investments
​ ​ ​ ​ 121,837,989 ​ ​ ​ ​ ​ 35,615,865 ​ ​
Investment cost paydowns
​ ​ ​ ​ 108,759,941 ​ ​ ​ ​ ​ 77,428,836 ​ ​
Original issue discount on new purchases
​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,706,250 ​ ​
Net realized gain (loss) on investments
​ ​ ​ ​ (11,102,470) ​ ​ ​ ​ ​ 7,705,851 ​ ​
Unrealized royalty income
​ ​ ​ ​ (40,701,309) ​ ​ ​ ​ ​ (30,448,500) ​ ​
Net change in unrealized gain (loss) on investments
​ ​ ​ ​ (58,599,027) ​ ​ ​ ​ ​ (32,631,338) ​ ​
Changes in assets and liabilities:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Increase in interest receivable
​ ​ ​ ​ (494,172) ​ ​ ​ ​ ​ (887,551) ​ ​
Increase in prepaid assets
​ ​ ​ ​ (249,238) ​ ​ ​ ​ ​ — ​ ​
Increase in deferred borrowing costs
​ ​ ​ ​ (247,470) ​ ​ ​ ​ ​ (1,050,347) ​ ​
Increase in receivable from affiliate
​ ​ ​ ​ (17,625) ​ ​ ​ ​ ​ — ​ ​
Increase in Performance Fee payable to Manager
​ ​ ​ ​ 3,141,670 ​ ​ ​ ​ ​ 1,745,532 ​ ​
Increase / (decrease) in management fees
payable
​ ​ ​ ​ 891,534 ​ ​ ​ ​ ​ (500,000) ​ ​
Increase in accrued expenses and other liabilities
​ ​ ​ ​ 630,573 ​ ​ ​ ​ ​ 130,200 ​ ​
Increase / (decrease) in due to Manager
​ ​ ​ ​ 567,832 ​ ​ ​ ​ ​ (34,737) ​ ​
Increase in interest payable
​ ​ ​ ​ 156,003 ​ ​ ​ ​ ​ 146,623 ​ ​
Net cash used in operating activities
​ ​ ​ ​ (649,540,115) ​ ​ ​ ​ ​ (174,248,198) ​ ​
5.   Related Party Transactions
In the normal course of business, all the Funds’ expenses other than management fees are paid by, and reimbursed to, the Manager. At December 31, 2020 and December 31, 2019, $1,411,083 and $843,251 of such expenses were recorded on the statement of assets, liabilities and partners’ capital as Due to Manager, respectively.
The Funds include investors affiliated with the General Partners which are not charged management fees. The total capital commitments and partners’ capital of the investors affiliated with the General Partners as of December 31, 2020 are $10,165,000 and $4,497,186, respectively. The total capital commitments and partners’ capital of the investors affiliated with the General Partners as of December 31, 2019 are $10,165,000 and $4,109,755, respectively.
 
F-53
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
6.   Partners’ Capital
At December 31, 2020 and December 31, 2019, capital commitments and contributions were as follows:
​
Capital Commitments and Contributions as of December 31, 2020
​
​ ​ ​ ​
Capital
Commitments
​ ​
Cumulative Capital
Contributions
​ ​
Unfunded Capital
Commitments
​ ​
% Funded
​
​
Limited Partners
​ ​ ​ ​ 4,338,664,646 ​ ​ ​ ​ ​ 2,856,212,980 ​ ​ ​ ​ ​ 1,496,991,155 ​ ​ ​ ​ ​ 66% ​ ​
​
General Partners
​ ​ ​ ​ 31,393,599 ​ ​ ​ ​ ​ 16,877,550 ​ ​ ​ ​ ​ 14,688,526 ​ ​ ​ ​ ​ 54% ​ ​
​
Total
​ ​ ​ ​ 4,370,058,245 ​ ​ ​ ​ ​ 2,873,090,529 ​ ​ ​ ​ ​ 1,511,679,681 ​ ​ ​ ​ ​ 66% ​ ​
​
Capital Commitments and Contributions as of December 31, 2019
​
​ ​ ​ ​
Capital
Commitments
​ ​
Cumulative Capital
Contributions
​ ​
Unfunded Capital
Commitments
​ ​
% Funded
​
​
Limited Partners
​ ​ ​ ​ 3,918,853,859 ​ ​ ​ ​ ​ 2,309,350,727 ​ ​ ​ ​ ​ 1,588,432,529 ​ ​ ​ ​ ​ 59% ​ ​
​
General Partners
​ ​ ​ ​ 28,157,802 ​ ​ ​ ​ ​ 13,146,617 ​ ​ ​ ​ ​ 14,823,962 ​ ​ ​ ​ ​ 47% ​ ​
​
Total
​ ​ ​ ​ 3,947,011,661 ​ ​ ​ ​ ​ 2,322,497,344 ​ ​ ​ ​ ​ 1,603,256,491 ​ ​ ​ ​ ​ 59% ​ ​
The agreements of the Funds provide for discretionary cash or in-kind distributions during the term of the Funds. The policy of the Funds is to make distributions of available cash as promptly as practicable after the end of each fiscal month and in any event within ninety days after the Funds’ receipt of such available cash.
Investment proceeds from each investment are distributed among the limited partners in the Funds consistent with the terms set forth in each of the Funds’ limited partnership agreements. Funds’ whose terms call for the calculation of carried interest shall generally distribute among the limited partners in proportion to their respective capital contributions. All amounts apportioned to the limited partners and General Partners generally follow the same methodology and are distributed as follows:
i.
First, 100% to such limited partner to the extent necessary to cause the aggregate distributions made to such limited partner to be no less than the preferred return on such limited partner’s unreturned capital contributions;
​
ii.
Second, 100% to such limited partner to the extent necessary to cause the aggregate distributions made to such limited partner (excluding distributions made in accordance with the clause above) to be no less than such limited partner’s then current unreturned capital contributions;
​
iii.
Third, 100% to the General Partner to the extent necessary to cause the aggregate distributions to the General Partner under this clause in respect of such limited partner to be no less than the carried interest percentage multiplied by the sum of (A) the aggregate amount of all distributions made to such limited partner in accordance with the first clause above plus (B) the aggregate amount of all distributions made to the General Partner in respect of such limited partner in accordance with this clause;
​
iv.
Thereafter, (A) to the General Partner, an amount equal to such limited partner’s carried interest percentage, which ranges between 0% and 20%, multiplied by the remainder of such amount apportioned to such limited partner, and (B) to such limited partner, the remainder of such amount apportioned to such limited partner (after reducing such amount by the amount determined under the preceding clause (A)).
​
 
F-54
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
6.   Partners’ Capital (Continued)
The allocation to the General Partners in “iii” and “iv” above is referred to as the “Carried Interest”. Certain investors may not be charged carried interest or may be charged based on different terms at the sole discretion of the General Partners. The amounts distributed to the limited partners in HealthCare Royalty Partners IV, L.P. in ‘i’ and ‘ii’ above are reversed in that ‘i’ becomes ‘ii’ and ‘ii’ becomes ‘i’.
The agreements of the Funds provide for the clawback of Carried Interest payments made to the General Partners under certain circumstances.
In consideration of the services provided to some Funds by the General Partners and in lieu of carried interest, the Funds shall pay to the General Partners a performance fee. The performance fees range from 12.5% — 25% and are applied, generally, to either cash proceeds received by the Funds or to GAAP income received within specified measurement periods. Some Funds make provisions for different income levels and apply multiple performance fee percentages to the different levels. Some Funds, as well as some Series’ within certain Funds, do not charge carried interest or performance fees.
Allocation of Profits and Losses
The net profits and losses of the Funds’ (including any realized and unrealized gains and losses) are allocated to the partners in a manner consistent with the distribution procedures specific to each of the Funds. Accordingly, any applicable Carried Interest or Carried Interest clawback, for those Funds who charge Carried Interest as well as for some Funds that charge performance fees, related to unrealized gains/losses will be accrued even though not currently realized.
Because of the inherent uncertainty of the valuation of the Funds’ investments, the allocation of profits and losses to all partners as reflected within these combined financial statements may not necessarily represent amounts that might ultimately be allocated or distributed. At December 31, 2020, the General Partner’s capital account balance includes a $70,677,473 allocation of accrued Carried Interest, of which $33,068,047 was accrued during the year. At December 31, 2019, the General Partner’s capital account balance includes a $37,609,430 allocation of accrued Carried Interest, of which $15,708,898 was accrued during the year.
Cumulatively, the General Partner has elected not to receive $6,095,305 in Carried Interest distributions as of December 31, 2020 and December 31, 2019. The General Partner may subsequently distribute to itself, out of available funds, any amount that it has previously elected not to receive.
At December 31, 2020 and December 31, 2019, $6,494,702 and $3,353,032 of accrued performance fees are included in the statements of assets, liabilities and partners’ capital, respectively. For the years ended December 31, 2020 and December 31, 2019, performance fees totaled $8,530,752 and $4,267,404, respectively.
Management Fees
In consideration of the services provided to the Funds under their respective management agreements, the Funds shall pay to the Manager an annual fee (the “Management Fee”). The General Partners may agree to apply a different management fee to any limited partner. Management Fees are calculated consistent with the terms set forth in each of the Funds’ limited partnership agreements.
The Funds generally calculate Management Fees by applying the Management Fee rate in respect to each limited partner multiplied by either (x) the capital commitment of such limited partner (the initial period calculation) or by (y) the lesser of (i) the net asset value of the Fund and (ii) the
 
F-55
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
6.   Partners’ Capital (Continued)
aggregate cost basis of the unrealized investments held by the Fund (in each case, as reflected in the Funds’ books of accounts as of the date immediately prior to the date upon which the Management Fee is to be paid). For the year ended December 31, 2019, both HealthCare Royalty Partners III, L.P. (January 1, 2019 through September 30, 2019) and HealthCare Royalty Partners IV, L.P. (October 1, 2019 through December 31, 2019) were in the initial period of the Management Fee calculation.
The Funds that do not follow the calculation above generally calculate Management Fees by applying a Management Fee rate, ranging from 0.15% through 1.00% (with certain minimums and maximums in some instances) multiplied by the net asset value of the Fund as of the last day of the quarter that just ended.
For the year ended December 31, 2020, Management Fees totaled $26,666,102, $732,915 of which were waived by the General Partners and of which $891,534 is payable as of December 31, 2020. For the year ended December 31, 2019, Management Fees totaled $20,537,612, $492,414 of which were waived by the General Partners and all of which was paid as of December 31, 2019.
Pursuant to the agreements of some of the Funds, the General Partners are authorized to waive a portion of the management fees if the aggregate amount of the limited partners’ capital commitments meet certain thresholds ($25,000,000) and such limited partners have engaged the same investment manager or consultant. For the years ended December 31, 2020 and December 31, 2019, the General Partners waived fees of $732,915 and $492,414, respectively, in accordance with this provision.
7.   Risks
Due to the nature of the Funds’ objective (as discussed in Note 1), the Funds’ portfolio consists of illiquid investments having a greater amount of both market and credit risk than more liquid investments. These investments may have restrictions on resale and may not be able to be immediately liquidated if needed. The fair values assigned to these investments may differ significantly from the fair values that would have been used had a broader market for the investments existed.
Credit risk is the potential loss the Funds may incur as a result of the failure of a counterparty or an issuer to make payments according to the terms of a contract. The Funds’ exposure to credit risk at any point in time is represented by the fair value of the amounts reported as Notes on the Schedule of Investments at such time. The Funds are also exposed to credit risk as a result of cash balances being held at two banks (Silicon Valley Bank and Citibank). The Funds invest in a limited number of investments concentrated in the healthcare industry and in specific medical and pharmaceutical products. As such, the aggregate returns realized by the Fund may be substantially adversely affected by industry trends and events and the unfavorable performance of a small number of such investments. The investments held by the Funds involve a high degree of business and financial risk that can result in substantial losses.
The Funds have unfunded commitments from their limited partners. These unfunded commitments are subject to the risk of default by such limited partners. As of December 31, 2020, and December 31, 2019, four limited partners owned an aggregate of 53.29% and 54.99% of the Funds’ capital, respectively. The Funds could be materially affected by the actions of these limited partners.
The Funds are subject to risks associated with unforeseen or catastrophic events, including terrorist attacks, natural disasters, and the emergence of a pandemic, which could create economic, financial, and business disruptions. These events could negatively impact the Funds’ investments and/or lead to operational difficulties that could impair the Manager’s ability to manage the Funds’ activities. The
 
F-56
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
7.   Risks (Continued)
Manager seeks to manage these risks by investing in medically necessary products and through continuity and resiliency planning.
Beginning in the first quarter of 2020, global financial markets have experienced and may continue to experience significant volatility resulting from the spread of a novel coronavirus known as COVID- 19. The outbreak of COVID-19 has resulted in travel and border restrictions, quarantines, supply chain disruptions, lower consumer demand, and general market uncertainty. The effects of COVID- 19 have and may continue to adversely affect the global economy, the economies of certain nations, and individual issuers, all of which may negatively impact the Funds’ Combined Statement of Assets, Liabilities and Partners’ Capital.
The Manager has been in communication with the limited partners in the Funds, both directly and through the quarterly performance letters, in order to discuss the effects of COVID-19 on the Funds’ investments as well as on the operations of the Manager. The nature of the products the Funds invest in, senior-like structures utilized in many investments and long duration of cash flows have thus far proven helpful in mitigating the economic effects of the COVID-19 outbreak and in preserving the Funds’ long-term return objectives. However, future prospects could be materially impacted by further developments which are unpredictable and could impact the underlying demand for the products that secure the Funds’ investments.
The Funds are exposed to market risk. This is the risk of potential loss due to the fluctuation in the market or fair value of investments owned by the Funds. The Funds are also exposed to currency, foreign market risk and regulatory risk. Currency risk arises from the possibility that fluctuations in foreign currency exchange rates will affect the value of financial instruments, including direct or indirect investments, in non-U.S. issuers. Foreign investments may be subject to greater market and regulatory risks than United States investments because of fluctuation of currency exchange rates, change in governmental policies, and confiscation of assets by government decree, war or political upheaval.
The Manager provides investment management services to the Funds. The Funds could be materially affected by the actions and operations of the Manager.
U.S. federal agencies including the SEC, the Commodity Futures Trading Commission and the Federal Reserve Bank regulate certain activities of the Funds and the Manager. Regulatory changes could adversely affect the Funds by restricting their trading activities and/or causing the Funds to utilize certain structures that could result in increased costs or taxes on the Fund or its investors.
Legal, tax and regulatory developments are likely to occur during the life of the Funds and such changes may adversely affect the Funds. The financial services industry generally, and the activities of hedge funds and their managers, in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Funds’ exposure to potential liabilities and to legal, compliance and other related costs. The effect of any future regulatory change on the Funds could be substantial and adverse including, for example, increased compliance costs, the prohibition of certain types of trading and/or restrictions on the Funds’ ability to pursue its investment approach. The Funds, the Manager and/or the General Partners may also be subject to regulation in jurisdictions in which the Funds, Manager, and/or the General Partners engage in business. Such regulations may have a significant impact on the partners or the operations of the Funds, including, without limitation, restricting the types of investments the Funds may make and preventing the Funds from exercising their voting rights with regard to certain financial instruments.
 
F-57
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
7.   Risks (Continued)
There can be no assurance that the principals or other employees or partners of the Manager or the General Partners will continue to be employed by, or associated with, the Manager or the General Partners throughout the life of the Funds. The loss of key personnel could have a material adverse effect on the Funds.
As part of its business, the Manager processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the limited partners. Breach of the Manager’s information systems may cause information relating to the transactions of the Funds and personally identifiable information of the limited partners to be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Manager’s or the Funds’ proprietary information may cause the Manager or the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage.
As part of its investment program, the Funds may hold non-quoted equities as a result of, among other things, the Funds’ purchase of debt instruments that convert to equity interests in the event of a reorganization of an entity’s capital structure. The Funds’ holdings, if any, in non-quoted equity would involve a high degree of business and financial risk. The entities in which the Funds would hold equity may be financially distressed, they may require substantial additional capital to support expansion or to achieve or maintain a competitive position, they may produce substantial variations in operating results from period to period and they may operate at a loss. Such risks may adversely affect the performance of such investments and result in substantial losses.
An investment in the Funds provides limited liquidity because a limited partner may not transfer its interest in the Funds to a third party without the consent of the General Partners and withdrawals of a limited partner’s interest held in its capital account are not permitted.
8.    Commitments and Contingencies
In the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and that provide for general indemnifications in the event of a breach. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. The General Partners expect the risk of loss from indemnification to be remote and do not expect these indemnification provisions to have a material adverse effect on the combined financial statements of the Funds.
As of December 31, 2020, the Partnership has committed to fund an additional $30,000,000 in existing portfolio investments. As of the date these combined financials statements were available to be issued, $20,000,000 of previously made commitments expired.
9.   Revolving Credit
On April 19, 2019, HealthCare Royalty Partners IV, L.P. entered into a revolving credit facility (the “credit facility”) by and among HealthCare Royalty Partners IV, L.P. as Borrower, HealthCare Royalty Partners GP IV, LLC as Borrower’s General Partner, Citibank, N.A. as the Administrative Agent, Sole Lead Arranger and Book Manager, and the banks and financial institutions from time to time party thereto as Lenders (the “lenders”), which allowed HealthCare Royalty Partners IV, L.P. to borrow up to $250,000,000 subject to certain borrowing base limitations, subject to bank approval. On March 23, 2020 and on July 20, 2020 HealthCare Royalty Partners IV, L.P. and the lenders agreed to increase the size of the facility by $100,000,000 and $143,000,000 respectively bringing the maximum amount
 
F-58
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
9.   Revolving Credit (Continued)
available to be borrowed to $493,000,000. Prior to the facility increase on July 20, 2020, borrowings under the credit facility bore daily interest at a rate equal to LIBOR plus 1.45%. After the facility increase on July 20, 2020, borrowings under the credit facility bear daily interest at a rate equal to LIBOR plus 2.00%. Under the terms of the credit facility, the unfunded capital commitments of HealthCare Royalty Partners IV, L.P. are pledged as collateral. The credit facility matures on April 19, 2022. As of December 31, 2020, there was $493,000,000 borrowed under the credit facility and the interest payable was $302,626. As of December 31, 2020, the carrying value of the debt approximates its fair value due to the floating nature of the interest rate. As of December 31, 2019, there was $82,641,781 borrowed under the credit facility and the interest payable was $146,623. As of December 31, 2019, the carrying value of the debt approximates its fair value due to the floating nature of the interest rate.
10.   Financial Highlights
The following financial highlights are for the limited partners, on a combined basis, in the Funds:
Year Ended December 31, 2020
​ ​
Limited
Partners
​
Ratios to average limited partners’ capital ​ ​ ​ ​ ​ ​ ​
Expenses before carried interest and performance fee allocation
​ ​ ​ ​ 2.38% ​ ​
Carried interest and performance fee allocation
​ ​ ​ ​ 2.70% ​ ​
Expenses after carried interest and performance fee allocation
​ ​ ​ ​ 5.08% ​ ​
Net investment income
​ ​ ​ ​ 11.80% ​ ​
Internal rate of return ​ ​ ​ ​ ​ ​ ​
Inception to December 31, 2020
​ ​ ​ ​ 12.30% ​ ​
Year Ended December 31, 2019
​ ​
Limited
Partners
​
Ratios to average limited partners’ capital ​ ​ ​ ​ ​ ​ ​
Expenses before carried interest and performance fee allocation
​ ​ ​ ​ 1.92% ​ ​
Carried interest and performance fee allocation
​ ​ ​ ​ 1.51% ​ ​
Expenses after carried interest and performance fee allocation
​ ​ ​ ​ 3.43% ​ ​
Net investment income
​ ​ ​ ​ 11.09% ​ ​
Internal rate of return ​ ​ ​ ​ ​ ​ ​
Inception to December 31, 2019
​ ​ ​ ​ 11.41% ​ ​
Inception to December 31, 2018
​ ​ ​ ​ 10.87% ​ ​
The ratios and IRR are calculated for the limited partners taken as a whole. The ratios are calculated using the average monthly limited partners’ capital. The expenses and the net investment income ratios are calculated on a non-annualized basis. The IRR calculation is net of all fees and carried interest. Such percentages are after fee waivers. The General Partner waived a portion of management fees (equal to 0.05% of average limited partners’ capital) for the year ended December 31, 2020 and equal to 0.04% of average limited partners’ capital for the year ended December 31, 2019. The IRR is measured from the date investment activity commenced based on contributions and distributions, and partners’ capital at the end of the period (residual value). The net investment income ratio does not include the
 
F-59
 
HealthCare Royalty Partners​
(Delaware limited partnership)
Notes to Combined Financial Statements (Continued)
December 31, 2020 & December 31, 2019
10.   Financial Highlights (Continued)
effect of the carried interest allocation. The computation of the ratios and IRR for an individual partner may vary from these ratios and IRR based on different fee arrangements (as applicable) and the timing of capital transactions.
11.   Subsequent Events
Subsequent events for the Funds have been evaluated through May 5, 2021, which is the date the combined financial statements were available to be issued.
Beginning January 1, 2021 Mainstream began acting as administrator for HCR Molag Fund, L.P. and HCR Potomac Fund, L.P.
Effective February 28, 2021, HCR Molag Fund, L.P. transferred its interest in HealthCare Royalty Partners II, L.P. to Missouri Local Government Employees Retirement System which is the same entity that invests as the lone limited partner in HCR Molag Fund, L.P.
On March 31, 2021, the Progenics Pharmaceuticals note was paid in full.
There were no other subsequent events that required adjustments to, or disclosure in, these combined financial statements.
 
F-60
​
​
46,875,000 Shares
Healthcare Royalty, Inc.
Class A Common Stock
​
PRELIMINARY PROSPECTUS
​
Goldman Sachs & Co. LLC
Citigroup
Credit Suisse
Jefferies
Cowen
SVB Leerink
Truist Securities
BMO Capital Markets
Stifel
Raymond James
Siebert Williams Shank
Cabrera Capital Markets LLC
Drexel Hamilton
​
Through and including           , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
​
​
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee, and the exchange listing fee.
​ ​ ​
Amount to Be Paid
​
SEC registration fee
​ ​ ​ $ 99,980 ​ ​
FINRA filing fee
​ ​ ​ ​ 137,961 ​ ​
Exchange listing fee
​ ​ ​ ​ 320,000 ​ ​
Printing and engraving expenses
​ ​ ​ ​ 150,000 ​ ​
Legal fees and expenses
​ ​ ​ ​ 4,850,000 ​ ​
Accounting fees and expenses
​ ​ ​ ​ 870,000 ​ ​
Transfer agent and registrar fees
​ ​ ​ ​ 12,500 ​ ​
Miscellaneous fees and expenses
​ ​ ​ ​ 46,659 ​ ​
Total
​ ​ ​ $ 6,487,100 ​ ​
ITEM 14.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We plan to enter into indemnification agreements with each of our directors and executive officers to indemnify them to the maximum extent allowed under applicable law. These agreements indemnify these individuals against certain costs, charges, losses, liabilities, damages and expenses incurred by such director or officer in the execution or discharge of his or her duties or the exercise of his or her powers or otherwise in relation to or in connection with his or her duties, powers or office.
We also maintain directors and officers insurance to insure such persons against certain liabilities.
In the underwriting agreement, the underwriters will agree to indemnify, under certain conditions, us, members of our board of directors, and persons who control us within the meaning of the Securities Act against certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of incorporation, agreement, vote of stockholders or disinterested directors or otherwise.
ITEM 15.   RECENT SALES OF UNREGISTERED SECURITIES.
The following is a description of all securities sold or issued by the predecessors to the registrant in the three years preceding the date of this registration statement. No underwriters were involved in these sales. There was no general solicitation of investors or advertising, and we did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the offering of these shares.
The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
 
II-1
 
ITEM 16.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index prior to the signature page below for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference. All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
ITEM 17.   UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the U.S. Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the U.S. Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the U.S. Securities Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1)   For purposes of determining any liability under the U.S. Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the U.S. Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)   For the purpose of determining any liability under the U.S. Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
II-2
 
EXHIBIT INDEX
​  1.1# ​ ​ ​
​  2.1** ​ ​ Agreement and Plan of Reorganization, dated June 30, 2021, by and between Healthcare Royalty Management, LLC, Healthcare Royalty, Inc., and other parties named therein ​
​  3.1# ​ ​ ​
​  3.2# ​ ​ ​
​  4.1# ​ ​ ​
​  4.2 ​ ​ Indenture, dated as of July 29, 2021, between HCRX Investments HoldCo, L.P. and Wilimington Trust, National Association ​
​  5.1# ​ ​ ​
​ 10.1# ​ ​ ​
​ 10.2# ​ ​ ​
​ 10.3†# ​ ​ ​
​ 10.4# ​ ​ ​
​ 10.5# ​ ​ ​
​ 10.6**# ​ ​ ​
​ 10.7**# ​ ​ ​
​ 10.8**# ​ ​ Royalty Interest Acquisition Agreement, dated as of April 22, 2016, between Aviragen Therapeutics, Inc., Biota Scientific Management Pty. Ltd. and Biota Holdings Pty Ltd. and Healthcare Royalty Partners III, L.P. ​
​ 10.9# ​ ​ Royalty Purchase Agreement, dated as of January 6, 2018, between Antigenics LLC and Healthcare Royalty Partners III, L.P., and certain affiliated funds identified therein ​
​ 10.10†# ​ ​ ​
​ 10.11 ​ ​ Form of Credit Agreement, by and among HCRX Investments HoldCo, L.P., HCRX Intermediate HoldCo, L.P., the lenders from time to time party thereto, and Citibank, N.A., as Administrative Agent ​
​ 21.1# ​ ​ ​
​ 23.1 ​ ​ ​
​ 23.2# ​ ​ ​
​ 23.3# ​ ​ ​
​ 24.1# ​ ​ Power of Attorney (included on the signature page to the original filing of this registration statement) ​
​ 99.1# ​ ​ ​
​ 99.2# ​ ​ ​
​ 99.3# ​ ​ ​
​
**
Portions of this exhibit are redacted pursuant to Item 601(b)(2)(ii) or Item 601(b)(10)(iv) of Regulation S-K as the Registrant has determined that the omitted information (i) is not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed.
​
#
Previously filed.
​
†
Management contract or compensatory plan or arrangement.
​
 
II-3
 
SIGNATURES
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Stamford, Connecticut, on August 2, 2021.
HEALTHCARE ROYALTY, INC.
By:
/s/ Clarke B. Futch
​
​
Name:
Clarke B. Futch
​
Title:
Chairman and Chief Executive Officer
​
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
​
Signature
​ ​
Title
​ ​
Date
​
​
/s/ Clarke B. Futch
​
Clarke B. Futch
​ ​ Chairman, Chief Executive Officer, and Director
(Principal Executive Officer) 		​ ​ August 2, 2021 ​
​
/s/ Christopher A. White
​
Christopher A. White
​ ​ President, Chief Financial Officer, and Director
(Principal Financial Officer) 		​ ​ August 2, 2021 ​
​
/s/ Thomas K. Conner
​
Thomas K. Conner
​ ​ Chief Accounting Officer and Treasurer
(Principal Accounting Officer) 		​ ​ August 2, 2021 ​
 
II-4
EX-2.1 2 tm2113163d21_ex2-1.htm EXHIBIT 2.1

 

Certain information identified by [*] has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential.

 

Exhibit 2.1

 

CONFIDENTIAL

 

 

AGREEMENT AND PLAN OF REORGANIZATION

 

By and Among

 

HEALTHCARE ROYALTY MANAGEMENT, LLC,

 

HEALTHCARE ROYALTY, INC.,

 

HCRX MASTER GP, LLC,

 

HEALTHCARE ROYALTY HOLDINGS, L.P.,

 

HCRX INVESTMENTS HOLDCO, L.P.,

 

AND

 

THE OTHER PARTIES NAMED HEREIN

 

Dated as of June 30, 2021

 

 

 

 

TABLE OF CONTENTS

Page

 

Article I THE REORGANIZATION 2
       
  Section 1.01 Pubco Organizational Documents 2
       
  Section 1.02 Acquisition of Interests in Holdings LP by Feeder Fund, Pubco and HCRX EPA 2
       
  Section 1.03 Fund III LPA Amendment. 2
       
  Section 1.04 The Mergers. 3
       
  Section 1.05 Closing 5
       
  Section 1.06 Effective Time of the Mergers 5
       
  Section 1.07 Effects of the Mergers 6
       
  Section 1.08 Exchange Agreement 6
       
  Section 1.09 Registration Rights 6
       
  Section 1.10 Amended and Restated HCRX Investments Limited Partnership Agreement and Holdings LP Limited Partnership Agreement; Limited Partnership Agreements of Feeder Fund 6
       
  Section 1.11 Management Agreements 7
       
  Section 1.12 Buyback 7
       
  Section 1.13 Secondary Sale 7
       
  Section 1.14 Pubco 7
       
  Section 1.15 Tax Treatment 8
       
  Section 1.16 Indemnification of LPAC 8
       
  Section 1.17 Structure Flexibility 9
       
Article IIALLOCATION OF consideration in CERTAIN REORGANIZATION tRANSACTIONS 9
       
  Section 2.01 Holdings LP Unit Issuances 9
       
  Section 2.02 Mergers 9
       
  Section 2.03 New Investment Value 10
       
  Section 2.04 Adjustments to Fund Relative Value 10
       
  Section 2.05 Closing Statement 11
       
Article III REPRESENTATIONS AND WARRANTIES 12
       
  Section 3.01 Organization; Standing and Power 12
       
  Section 3.02 Authority; Non-Contravention; Governmental Consents; Vote Required 12

 

-i -

 

 

TABLE OF CONTENTS

(continued)

 

Page

 

  Section 3.03 Litigation 13
       
Article IV COVENANTS 14
       
  Section 4.01 Conduct of Business 14
       
  Section 4.02 Notices of Certain Events 14
       
  Section 4.03 Public Announcements 14
       
  Section 4.04 Reorganization Efforts 15
       
  Section 4.05 Further Assurances 15
       
  Section 4.06 LP Consent 15
       
  Section 4.07 Director; Pricing Committee 15
       
Article V CONDITIONS 16
       
  Section 5.01 Form S-1; IPO Closing 16
       
  Section 5.02 Debt Financing; Secondary Sale 16
       
  Section 5.03 Legal Opinion 16
       
  Section 5.04 No Injunctions, Restraints, or Illegality 16
       
  Section 5.05 Performance of Covenants 16
       
  Section 5.06 Representations and Warranties 16
       
  Section 5.07 Approval of the General Partners 16
       
  Section 5.08 Approval of the Limited Partners 16
       
  Section 5.09 Withholding Certificates 17
       
  Section 5.10 Frustration of Closing Conditions 17
       
Article VI TERMINATION 17
       
  Section 6.01 No Liabilities in Event of Termination 17
       
  Section 6.02 Cooperation with Respect to Termination 17
       
Article VII MISCELLANEOUS 17
       
  Section 7.01 Definitions 17
       
  Section 7.02 Interpretation; Construction 24
       
  Section 7.03 Survival 25
       
  Section 7.04 Governing Law 25
       
  Section 7.05 Submission to Jurisdiction 25
       
  Section 7.06 Waiver of Jury Trial 26

 

-ii -

 

 

TABLE OF CONTENTS

(continued)

 

Page

 

  Section 7.07 Notices 26
       
  Section 7.08 Entire Agreement 27
       
  Section 7.09 Expenses 27
       
  Section 7.10 No Third-Party Beneficiaries 27
       
  Section 7.11 Severability 27
       
  Section 7.12 Amendments 28
       
  Section 7.13 Assignment 28
       
  Section 7.14 Remedies Cumulative 28
       
  Section 7.15 Specific Performance 28
       
  Section 7.16 Counterparts; Effectiveness 28

 

-iii -

 

 

AGREEMENT AND PLAN OF REORGANIZATION

 

This Agreement and Plan of Reorganization (as amended, supplemented or restated from time to time, this “Agreement”), is entered into as of June 30, 2021, by and among HealthCare Royalty Management, LLC, a Delaware limited liability company (“Existing Manager”), HCRX Management, LLC, a Delaware limited liability company (“HCRX Management”), Healthcare Royalty, Inc., a Delaware corporation and wholly-owned subsidiary of HCRX Management (“Pubco”), HCRX Master GP, LLC, a Delaware limited liability company (“Master GP”), Healthcare Royalty Holdings, L.P., a Delaware limited partnership (“Holdings LP”), HCRX Intermediate HoldCo, L.P., a Delaware limited partnership and wholly owned subsidiary of Holdings LP (“HCRX Intermediate”), HCRX Investments HoldCo, L.P., a Delaware limited partnership and wholly-owned subsidiary of HCRX Intermediate (“HCRX Investments”), HCRX CH, Inc., a Delaware corporation (“HCRX CH”), HealthCare Royalty Partners III, L.P., a Delaware limited partnership (“Fund III”), HealthCare Royalty Partners III-A, L.P., a Delaware limited partnership (“Fund III-A”), HealthCare Royalty Partners IV, L.P., a Delaware limited partnership (“Fund IV”), HealthCare Royalty Partners IV-A, L.P., a Delaware limited partnership (“Fund IV-A”), HCR Canary Fund, L.P., a Delaware limited partnership (“Canary Fund”), HCR Molag Fund, L.P., a Delaware limited partnership (“Molag Fund”), HCRP Overflow Fund, L.P., a Delaware limited partnership (“Overflow Fund”), HCR Stafford Fund, L.P., a Delaware limited partnership (“Stafford Fund”), HCR H.O.P. Fund, L.P., a Delaware limited partnership (“H.O.P. Fund”), PPCF Harris Feeder, L.P., a Delaware limited partnership (“PPCF”), HCR Potomac Fund, L.P. (“Potomac Fund”, and collectively with Fund III, Fund III-A, Fund IV, Fund IV-A, Canary Fund, Molag Fund, Overflow Fund, Stafford Fund, H.O.P. Fund and PPCF, the “Existing Partnerships” and each an “Existing Partnership”), HCRX Feeder Fund, L.P., a Delaware limited partnership (“Feeder Fund”), and HCRX EPA Holdings, LLC, a Delaware limited liability company (“HCRX EPA”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 7.01 hereof.

 

RECITALS

 

WHEREAS, the Board of Directors of Pubco (the “Board”) and the sole member of HCRX Management have determined to pursue an underwritten initial public offering (the “IPO”) of Pubco’s Class A Common Stock (as defined below);

 

WHEREAS, prior to the date hereof, (i) HCRX Management formed Pubco and Pubco formed Master GP, (ii) Master GP formed Holdings LP, HCRX Intermediate and HCRX Investments;

 

WHEREAS, Master GP is the general partner of Holdings LP, HCRX Intermediate and HCRX Investments;

 

WHEREAS, the parties hereto desire to effect the Reorganization Transactions in contemplation of the IPO;

 

WHEREAS, pursuant to the Reorganization Transactions, and on the terms and subject to the conditions set forth herein, in accordance with the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 18-101, et seq. (the “DLPA”), each Existing Partnership will merge with and into HCRX Investments, with HCRX Investments being the surviving entity of each such merger;

 

-1- 

 

 

WHEREAS, the general partner of each Existing Partnership has determined that the Reorganization Transactions are advisable and in the best interests of such Existing Partnership;

 

WHEREAS, in connection with the consummation of the Reorganization Transactions and the IPO, the applicable parties hereto intend to enter into the Reorganization Documents;

 

WHEREAS, the parties desire to make certain representations, warranties, covenants, and agreements in connection with the Reorganization Transactions and the other transactions contemplated by this Agreement and also to prescribe certain terms and conditions to the Reorganization Transactions; and

 

WHEREAS, this Agreement constitutes an “agreement and plan of merger” as contemplated by Section 17-211 of the DLPA.

 

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants, and agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:

 

Article I
THE REORGANIZATION

 

Subject to the terms and conditions hereinafter set forth, and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, the parties hereto shall take the actions described in this Article I (each, a “Reorganization Transaction” and, collectively, the “Reorganization Transactions”):

 

Section 1.01       Pubco Organizational Documents. On or prior to, and in contemplation of the IPO Closing, (a) Pubco shall adopt and file with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation of Pubco, in substantially the form attached hereto as Exhibit A (the “A&R Certificate of Incorporation”), and (b) the Board shall adopt amended and restated by-laws of Pubco in substantially the form attached hereto as Exhibit B.

 

Section 1.02       Acquisition of Interests in Holdings LP by Feeder Fund, Pubco and HCRX EPA. In connection with the consummation of the Mergers and the IPO, Holdings LP shall issue to (a) Feeder Fund, Class B LP Units of Holdings LP, (b) Pubco, Class A LP Units of Holdings LP and (c) HCRX EPA, the Class C LP Unit of Holdings LP, in each case in such amounts as calculated in accordance with and subject to Section 2.01.

 

Section 1.03       Fund III LPA Amendment. As soon as practicable following Pricing and immediately prior to the Effective Time of the Mergers, HealthCare Royalty GP III, LLC, a Delaware limited liability company and general partner of Fund III, shall execute that certain Fourth Amendment to Second Amended and Restated Limited Partnership Agreement of HealthCare Royalty Partners III, L.P., in substantially the form attached hereto as Exhibit C.

 

-2- 

 

 

Section 1.04       The Mergers. As soon as practicable following Pricing and immediately prior to the IPO Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time and in accordance with Section 17-211 of the DLPA, the applicable parties shall take the actions set forth below (or cause such actions to take place) (each, a “Merger” and collectively the “Mergers”):

 

(a)               Fund III shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Fund III shall cease; and as consideration for such merger, (i) HealthCare Royalty GP III, LLC, a Delaware limited liability company and general partner of Fund III, shall receive partnership interests in Feeder Fund, (ii) each limited partner of Fund III shall receive partnership interests in Feeder Fund, and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02. The Feeder LPA provides for HealthCare Royalty GP III, LLC to be entitled following the Merger to earn carried interest in respect of the performance of the assets contributed by Fund III upon the occurrence of certain liquidity events of Continuing Investors from Fund III as set forth therein.

 

(b)               Fund III-A shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Fund III-A shall cease; and as consideration for such merger, (i) HealthCare Royalty GP III, LLC, a Delaware limited liability company and general partner of Fund III-A, shall receive the consideration set forth in Section 1.04(a), (ii) each limited partner of Fund III-A shall receive the consideration set forth in Section 1.04(a) as if the participation interest held by such limited partner was a direct investment in Fund III, and (iii) Feeder Fund shall receive the consideration set forth in Section 1.04(a).

 

(c)               Fund IV shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Fund IV shall cease; and as consideration for such merger, (i) HealthCare Royalty GP IV, LLC, a Delaware limited liability company and general partner of Fund IV, shall receive partnership interests in Feeder Fund, (ii) each limited partner of Fund IV shall receive partnership interests in Feeder Fund and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02. The Feeder LPA provides for HealthCare Royalty GP IV, LLC to be entitled following the Merger to earn carried interest in respect of the performance of the assets contributed by Fund IV upon the occurrence of certain liquidity events of Continuing Investors from Fund IV as set forth therein.

 

(d)               Fund IV-A shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Fund IV-A shall cease; and as consideration for such merger, (i) HealthCare Royalty GP IV, LLC, a Delaware limited liability company and general partner of Fund IV-A, shall receive the consideration set forth in Section 1.04(c), (ii) each limited partner of Fund IV-A shall receive the consideration set forth in Section 1.04(c) as if the participation interest held by such limited partner was a direct investment in Fund IV, and (iii) Feeder Fund shall receive the consideration set forth in Section 1.04(c).

 

-3- 

 

 

(e)               Canary Fund shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Canary Fund shall cease; and as consideration for such merger, (i) HCR Canary Fund GP, LLC, a Delaware limited liability company and general partner of Canary Fund, shall receive partnership interests in Feeder Fund, (ii) each limited partner of Canary Fund shall receive partnership interests in Feeder Fund, and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02. The Feeder LPA provides for HCR Canary Fund GP, LLC to be entitled following the Merger to earn carried interest in respect of the performance of the assets contributed by Canary Fund upon the occurrence of certain liquidity events of Continuing Investors from Canary Fund as set forth therein.

 

(f)                Molag Fund shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Molag Fund shall cease; and as consideration for such merger, (i) HCR Molag Fund GP, LLC, a Delaware limited liability company and general partner of Molag Fund, shall receive partnership interests in Feeder Fund, (ii) each limited partner of Molag Fund shall receive partnership interests in Feeder Fund, and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02.

 

(g)               Overflow Fund shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Overflow Fund shall cease; and as consideration for such merger, (i) HCRP Overflow Fund GP, LLC, a Delaware limited liability company and general partner of Overflow Fund, shall receive partnership interests in Feeder Fund, (ii) each limited partner of Overflow Fund shall receive partnership interests in Feeder Fund, and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02. The Feeder LPA provides for HCRP Overflow Fund GP, LLC to be entitled following the Merger to earn carried interest in respect of the performance of the assets contributed by Overflow Fund upon the occurrence of certain liquidity events of Continuing Investors from Overflow Fund as set forth therein.

 

(h)               Stafford Fund shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Stafford Fund shall cease; and as consideration for such merger, (i) HCR Stafford Fund GP, LLC, a Delaware limited liability company and general partner of Stafford Fund, shall receive partnership interests in Feeder Fund, (ii) each limited partner of Stafford Fund shall receive partnership interests in Feeder Fund, and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02.

 

(i)                 H.O.P. Fund shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of H.O.P. Fund shall cease; and as consideration for such merger, (i) HCR H.O.P. Fund GP, LLC, a Delaware limited liability company and general partner of H.O.P. Fund, shall receive partnership interests in Feeder Fund, (ii) each limited partner of H.O.P. Fund shall receive partnership interests in Feeder Fund, and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02.

 

-4- 

 

 

(j)                 Potomac Fund shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of Potomac Fund shall cease; and as consideration for such merger, (i) HCR Potomac Fund GP, LLC, a Delaware limited liability company and general partner of Potomac Fund, shall receive partnership interests in Feeder Fund, (ii) each limited partner of Potomac Fund shall receive partnership interests in Feeder Fund, and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02. The Feeder LPA provides for HCR Potomac Fund GP, LLC to be entitled following the Merger to earn carried interest in respect of the performance of the assets contributed by Potomac Fund upon the occurrence of certain liquidity events of Continuing Investors from Potomac Fund as set forth therein.

 

(k)               PPCF shall be merged with and into HCRX Investments, with HCRX Investments as the surviving entity of such merger, and the separate limited partnership existence of PPCF shall cease; and as consideration for such merger, (i) HCR Harris Feeder GP, LLC, a Delaware limited liability company and general partner of PPCF, shall not receive consideration in connection with its general partner interest in PPCF, (ii) each limited partner of PPCF shall receive partnership interests in Feeder Fund, and (iii) Feeder Fund shall be issued shares of Class B Common Stock by Pubco, in each case in such amounts as calculated in accordance with Section 2.02.

 

As a result of the Mergers, (i) all of the partnership interests of the Existing Partnerships that are issued and outstanding immediately prior to the Effective Time shall thereupon be converted into the right to receive the consideration or payment to be delivered in exchange thereof or in respect thereof in accordance with this Section 1.04, and (ii) Master GP shall continue as the sole general partner of HCRX Investments, HCRX Intermediate shall continue as the sole limited partner of HCRX Investments and the partnership interests of Master GP and HCRX Intermediate in HCRX Investments shall be unaffected by the Mergers.

 

Section 1.05       Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Reorganization Transactions (the “Closing”) will take place remotely by exchange of documents and signatures (or their electronic counterparts), unless another place or method is agreed to in writing by the parties hereto, after the satisfaction or waiver of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) set forth in Article V are satisfied or waived or at such other time, date and place as the parties may mutually agree in writing such Closing shall occur. The actual date of the Closing is hereinafter referred to as the “Closing Date.”

 

Section 1.06       Effective Time of the Mergers. Subject to the provisions of this Agreement, at the Closing, the applicable parties will cause a certificate of merger in substantially the form attached hereto as Exhibit D (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DLPA. Each Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the applicable parties in writing and specified in the Certificate of Merger in accordance with the DLPA (the effective time of each Merger being hereinafter referred to as the “Effective Time”).

 

-5- 

 

 

Section 1.07       Effects of the Mergers. (a)The Mergers shall have the effects set in this Agreement and in the applicable provisions of the DLPA. Without limiting the generality of the foregoing, and subject thereto, from and after the applicable Effective Time, all property (real, personal or mixed), rights, privileges, immunities, powers, franchises, licenses, and authority of, and all debts due to, as well as all other things and causes of action belonging to, the applicable Existing Partnership shall vest in HCRX Investments and shall thereafter be the property of HCRX Investments as they were of each of the Existing Partnerships, and the title to any real property vested by deed or otherwise, under the laws of the State of Delaware, in any of the Existing Partnerships, shall not revert or be in any way impaired by reason of the Mergers, and all rights of creditors and all liens upon any property of any of the Existing Partnerships shall be preserved unimpaired, and all debts, liabilities, obligations, restrictions, and duties of the applicable Existing Partnership shall attach to HCRX Investments, and may be enforced against it to the same extent as if said debts, liabilities, obligations, restrictions, and duties of HCRX Investments had been incurred or contracted by it. For the avoidance of doubt, management fees and carried interest shall not be deemed to be a right of a creditor or a lien on the property of the Existing Partnerships.(b)The officers of HCRX Investments, in each case, immediately prior to the Closing shall, from and after the Closing, be the officers, of HCRX Investments until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the limited partnership agreement of HCRX Investments. The A&R HCRX Investments LPA shall, from and after the Closing, be the limited partnership agreement of HCRX Investments until duly amended in accordance with the HCRX Investments LPA and/or applicable law and, as a result of the Mergers, each partnership agreement of each Existing Partnership (and, to the fullest extent permitted by law, each side letter or similar written agreement to or with a limited partner of an Existing Partnership) shall terminate and be of no further force and effect.Section 1.08Exchange Agreement. At the Closing and immediately following the consummation of the Mergers, Holdings LP, Pubco, HCRX CH and Feeder Fund shall enter into an Exchange Agreement in substantially the form attached hereto as Exhibit E (the “Exchange Agreement”).

 

Section 1.09       Registration Rights. At the Closing and immediately following the consummation of the Mergers, Feeder Fund and Pubco shall enter into a Registration Rights Agreement in substantially the form attached hereto as Exhibit F (the “Registration Agreement”).

 

Section 1.10      Amended and Restated HCRX Investments Limited Partnership Agreement and Holdings LP Limited Partnership Agreement; Limited Partnership Agreements of Feeder Fund. (a)At the Closing and immediately prior to and in connection with the consummation of the Mergers and the Holdings LP Unit Issuances, (i) Master GP and HCRX Intermediate shall amend and restate the limited partnership agreement of HCRX Investments so as to read in its entirety as set forth in Exhibit G (the “A&R HCRX Investments LPA”) and (ii) Master GP, Feeder Fund, Pubco and HCRX EPA shall amend and restate the limited partnership agreement of Holdings LP so as to read in its entirety as set forth in Exhibit H (the “A&R Holdings LP LPA”).

 

-6- 

 

 

 

(b)               At the Closing in connection with and as a result of the consummation of the Mergers, the Continuing Investors shall be subject to the limited partnership agreement of Feeder Fund in substantially the form attached hereto as Exhibit I (the “Feeder Fund LPA”).

 

Section 1.11       Management Agreements. At the Closing and concurrently with the IPO Closing, (a) Pubco and HCRX Management shall enter into a Management Agreement in substantially the form attached hereto as Exhibit J (the “Pubco Management Agreement”) and (b) Holdings LP, HCRX Intermediate and HCRX Investments, on the one hand, and HCRX Management, on the other hand, shall enter into a Management Agreement in substantially the form attached hereto as Exhibit K (the “Partnership Management Agreement”, and together with the Pubco Management Agreement, the “Management Agreements”).

 

Section 1.12       Buyback. Immediately following the IPO Closing, upon the closing of the Debt Financing, all or a portion of the net proceeds of the Debt Financing shall be used to repurchase Class B LP Units from Feeder Fund (on behalf of the Continuing LP Investors) based on the IPO Price, and Feeder Fund will use the proceeds from such repurchase of Class B LP Units to repurchase partnership interests of Feeder Fund on a pro rata basis from the Continuing LP Investors (the “Buyback Transaction”); provided that such IPO Price shall not be reduced for either underwriter discounts or fees or costs incurred in connection with the Debt Financing.

 

Section 1.13       Secondary Sale. In connection with and as part of the IPO, Feeder Fund will (on behalf of the Continuing LP Investors)) exchange Class B LP Units for Class A Common Stock for participation on a pro rata basis in the secondary offering included as part of the IPO (the “Secondary Sale”).  The proceeds from the Secondary Sale will be distributed to the Continuing LP Investors in their capacity as limited partners of Feeder Fund at or promptly following the IPO Closing.

 

Section 1.14       Pubco. The directors and officers of Pubco, in each case, immediately prior to the Closing shall, from and after the Closing, be the directors and officers, respectively, of Pubco until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the by-laws of Pubco and the A&R Certificate of Incorporation.

 

-7- 

 

 

Section 1.15       Tax Treatment. For U.S. federal income tax purposes, the transactions contemplated in this Agreement are intended to have the following consequences:

 

(a)               The Existing Partnerships merge with and into Holdings LP within the meaning of Code Section 708(b)(2)(A) and Treasury Regulation Section 1.708-1(c) (i.e., the Existing Partnerships will be deemed to transfer assets and liabilities to Holdings LP in exchange for Class B LP Units which are then distributed in liquidating distributions to the historic partners of the Existing Partnerships).

 

(b)               The historic partners of the Existing Partnerships will then be deemed to make contributions of Class B LP Units to Feeder Fund. It is the intent of the parties that these deemed contributions will qualify for nonrecognition to the extent possible under Code Section 721.

 

(c)               To the extent partners of the Existing Partnerships receive cash (or payment rights) in exchange for the surrender of partnership interests in the Buyback Transaction, then “buy-out” treatment as specified in Treasury Regulation Section 1.708-1(c)(4) shall apply to the Buyback Transaction.

 

(d)               To the extent partners of the Existing Partnership receive cash as a result of the Secondary Sale, such partners will be treated as selling partnership interests to Pubco.

 

Section 1.16       Indemnification of LPAC.

 

(a)               All rights to indemnification by the Existing Partnerships existing in favor of those Persons who are members of the LP Advisory Committee (including for the avoidance of doubt, the members of the LP Advisory Committee constituting the LP Transaction Committee) as well any Limited Partner who may have nominated or may be represented by such member of the LP Advisory Committee (including for the avoidance of doubt, the members of the LP Advisory Committee constituting the LP Transaction Committee) as of the date of this Agreement (the “LP Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the limited partnership agreements of the Existing Partnerships, shall survive the Mergers and shall not be amended, repealed or otherwise modified, and shall be observed by Holdings (on behalf of HCRX Investments) to the fullest extent available under applicable law.

 

(b)               Prior to the Closing, the Existing Manager may, at the Existing Partnerships’ expense, obtain a pre-paid, non-cancelable run-off insurance policy (the “LP Tail Policy”), covering the LP Indemnified Persons currently indemnified by the Existing Partnerships of not less than the existing coverage under, and with other terms not materially less favorable to, the LP Indemnified Persons than the liability insurance coverage presently maintained by the Existing Partnerships (or general partner or manager thereof, as applicable).

 

(c)               The provisions of this Section 1.16 shall survive the consummation of the Mergers and are intended to be for the benefit of, and will be enforceable by, each of the LP Indemnified Persons and their successors, assigns and heirs. This Section 1.16 may not be amended, altered or repealed after the Effective Time without the prior written consent of the affected LP Indemnified Person.

 

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Section 1.17       Structure Flexibility. While it is currently contemplated that the Existing Partnerships will merge with and into HCRX Investments, the parties acknowledge the need for structuring flexibility in relation to the Debt Financing.  As such, in the event that as a result of the Debt Financing it is necessitated, as determined by Pubco in its reasonable discretion, that the structure be revised such that it is preferable that the assets of the Existing Partnerships be held at Holdings LP, HCRX Intermediate or a newly formed entity satisfying the conditions below (“NewCo”), then Section 1.04 of this Agreement shall be deemed amended and revised to reflect the merger of the Existing Partnerships with an into Holdings LP, HCRX Intermediate or such NewCo.  In the event, Pubco decides to implement the provisions of this Section 1.17, Pubco shall notify all parties of such structural changes at least 10 Business Days prior to the Closing. In order for this provision to be implemented with a NewCo, Newco must satisfy the following conditions:

 

(a)               NewCo must be a Delaware limited partnership (and not a limited liability company or corporation);

 

(b)               NewCo must be treated as a partnership for US federal income tax purposes;

 

(c)               Holdings LP must directly or indirectly be the sole owner of all of the limited partnership interests of NewCo;

 

(d)               the general partner of Holdings LP must be the sole general partner of NewCo; and

 

(e)               the limited partnership agreement of NewCo must be substantially similar to the A&R HCRX Investments LPA.

 

Article II 

ALLOCATION OF consideration in CERTAIN REORGANIZATION tRANSACTIONS

 

Section 2.01       Holdings LP Unit Issuances. Pursuant to the Holdings LP Unit Issuances and as reflected in the A&R Holdings LP LPA, on behalf of the Continuing Investors, Feeder Fund shall be issued an amount of Class B LP Units equal to the Aggregate Fund Relative Value.

 

Section 2.02       Mergers. Pursuant to the Mergers and as reflected in the Feeder Fund LPA and the stock register or other books and records of Pubco (as applicable):

 

(a)         Continuing GP Investors. Each Continuing GP Investor shall be issued a pro rata portion of the total issued and outstanding partnership interests of Feeder Fund based on the percentage obtained by dividing (i) the aggregate amount of such Continuing GP Investor’s Allocated GP Fund Value with respect to each of the applicable Existing Partnerships, by (ii) the Aggregate Fund Relative Value.

 

(b)        Continuing LP Investors. Each Continuing LP Investor shall be issued a pro rata portion of the total issued and outstanding partnership interests of Feeder Fund based on the percentage obtained by dividing (i) the aggregate amount of such Continuing LP Investor’s Allocated LP Fund Relative Value with respect to each of the applicable Existing Partnerships, by (ii) the Aggregate Fund Relative Value.

 

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(c)          Feeder Fund. Feeder Fund shall be issued shares of Class B Common Stock in an amount equal to the total number of Class B LP Units issued to Feeder Fund pursuant to Section 2.01.

 

The parties understand that to the extent the consideration issued to the Continuing GP Investors and Continuing LP Investors pursuant to this Section 2.02 continues to be subject to the right of the general partners of the Existing Partnerships to earn carried interest in respect of the performance following the Merger of the assets contributed by the Existing Partnerships pursuant to this Agreement, the relative entitlements of the Continuing GP Investors and Continuing LP Investors to the partnership interests of Feeder Fund may be adjusted from time to time in accordance with the vesting of such entitlements to carried interest pursuant to the Feeder Fund LPA and its related documents.

 

Section 2.03       New Investment Value. An Existing Partnership’s Fund Value shall be increased to take into account the value of any New Investment consummated during the period beginning on the Applicable Quarter End Date and ending on the Closing (the “New Investment Value”). Such New Investment Value will be valued at cost until the subsequent quarter end, and if the Mergers are consummated following such quarter end, the Existing Manager will assess in good faith any adjustments to the applicable Fund Value in connection with such New Investment consistent with past practice. Each New Investment and the corresponding New Investment Value will be allocated among the Existing Partnerships consistent with past practices, including in accordance with applicable allocation policies.

 

Section 2.04       Adjustments to Fund Relative Value.

 

(a)         No later than 10 Business Days prior to the Closing Date, the Existing Manager or HCRX Management shall deliver, or cause to be delivered, to the Existing Partnerships, a statement (the “Fund Relative Value Statement”) setting forth a calculation of each Existing Partnership’s applicable Fund Value and corresponding Fund Percentage and the Aggregate Fund Relative Value.

 

(b)         A Fund Relative Value Statement setting forth a calculation of each Existing Partnership’s applicable Fund Value and corresponding Fund Percentage and the Aggregate Fund Relative Value as of March 31, 2021 is attached as Exhibit L (the “March Calculation”), which for the avoidance of doubt does not take into account any amounts in respect of clauses (b) or (c) of the definition of Fund Value. The parties acknowledge that the March Calculation of the applicable Fund Value and corresponding Fund Percentage as of March 31, 2021 was prepared by Existing Manager prior to the date of this Agreement and RNA Capital Advisors (“RNA”) reviewed any investment of the Existing Partnerships that represented more than 0.5% of the fair market value of the Existing Partnership’s investments (the “Material Investments”) and that the values shown in the March Calculation are within the range of values provided by RNA for the Material Investments.

 

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(c)         If, subject to the conditions of this Agreement, the IPO is consummated on or prior to August 15, 2021, then the March Calculation shall be used to determine the amount set forth in clause (a) of the definition of Fund Value. If the Applicable Quarter End Date is anything other than March 31, 2021, the amount set forth clause (a) of the definition of Fund Value shall be determined in accordance with Section 2.04(d).

 

(d)         If the Applicable Quarter End Date is anything other than March 31, 2021, then the Existing Manager (on behalf of each Existing Partnership) will prepare a calculation of clause (a) of the definition of Fund Value of each Existing Partnership as of the Applicable Quarter End Date consistent with past practice (“Fund Value Calculation”). The Existing Manager shall have RNA, or if RNA is incapable or unwilling to perform another independent nationally recognized valuation firm (RNA or such firm, the “Independent Appraiser”) perform its own independent valuation consistent with past practice (in the case of RNA) of the Material Investments of the Existing Partnership as of the Applicable Quarter End Date.

 

(i)                 If the Fund Value Calculation is within the range of values provided by the Independent Appraiser relating to Material Investments, then the Fund Value Calculation shall be final and binding on all parties for purposes of determining the amount set forth in clause (a) of the definition of Fund Value (subject to clause (d) of the definition of Fund Value).

 

(ii)              If the Fund Value for any Existing Partnership set forth in the Fund Calculation is not within the range of values for such Existing Partnership provided by the Independent Appraiser relating to Material Investments, the Existing Manager and applicable Existing Partnership shall work in good faith with the Independent Appraiser to resolve any disputed items. If the Independent Appraiser and Existing Manager are unable to resolve any disputed items, the amount to be utilized in clause (a) of the definition of Fund Value shall be revised such that such amount is within the range of values provided by the Independent Appraiser. For the avoidance of doubt, in no event shall the amount to be utilized in clause (a) of the definition of Fund Value be outside of the range of values provided by the Independent Appraiser.

 

(e)          The Existing Manager and the Existing Partnerships shall submit the Fund Relative Value Statement to the Independent Appraiser for review prior to finalizing the Fund Value for each Existing Partnership. If the Independent Appraiser objects to the amounts determined to be the Fund Value for any Existing Partnership given the passage of time since the final determination of Fund Value as of the Applicable Quarter End Date in accordance with Section 2.04(d), the Existing Manager and applicable Existing Partnership shall work in good faith with the Independent Appraiser to resolve any disputed items. As promptly as practicable, but in no event later than ten days after the referral of the dispute, the parties will use best efforts to cause Independent Appraiser to deliver to the Existing Manager and the applicable Existing Partnership a report that sets forth its resolution of the disputed items and amounts and its calculation of the applicable Fund Value. The decision of the Independent Appraiser shall be final, conclusive and binding on the parties.

 

Section 2.05       Closing Statement. No later than two Business Days prior to the expected Closing Date, Existing Manager or HCRX Management shall deliver to the Existing Partnerships a schedule showing, as of the Closing Date, the information set forth in Sections 2.01 and 2.02. Such information shall be verified by the applicable fund administrators of the Existing Partnerships. The Existing Partnership shall make such information available, upon written request, to a Continuing LP Investor, solely with respect to such Continuing LP Investor’s interest (and not any other Continuing LP Investor).

 

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Article III
REPRESENTATIONS AND WARRANTIES

 

Each party hereto represents and warrants to all of the other parties as of the date hereof and as of the Closing Date as follows:

 

Section 3.01       Organization; Standing and Power. Such party is a corporation, limited liability company, limited partnership or other legal entity duly organized, validly existing, and in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) under the Laws of its jurisdiction of organization, incorporation or formation, and has the requisite corporate, limited liability company, limited partnership or other organizational, as applicable, power and authority to own, lease, and operate its assets and to carry on its business as now conducted. Such party is duly qualified or licensed to do business as a foreign corporation, limited liability company, or other legal entity and is in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction where the character of the assets and properties owned, leased, or operated by it or the nature of its business makes such qualification or license necessary, as would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement and the applicable Reorganization Documents, to the extent a party thereto.

 

Section 3.02       Authority; Non-Contravention; Governmental Consents; Vote Required.

 

(a)         Authority. Such party has all requisite power and authority to enter into and to perform its obligations under this Agreement and each of the Reorganization Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of any requisite approval of the partners of the Existing Partnerships, the execution and delivery of this Agreement and each of the Reorganization Documents to which it is or will be a party and the consummation by such party of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement and each of the Reorganization Documents to which such party is or will be a party or to consummate the transaction contemplated hereby and thereby. This Agreement has been duly executed and delivered by such party and, assuming due execution and delivery by the other parties hereto, constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity.

 

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(b)          Non-Contravention. The execution, delivery, and performance of this Agreement by such party and the consummation by such party of the transactions contemplated hereby, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents of such party; (ii) conflict with or violate any Law applicable to such party or any of its respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in such party’s loss of any benefit or the imposition of any additional payment or other Liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which such party is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of such party, except, in the case of each of clauses (ii), (iii), and (iv), as would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement and the applicable Reorganization Documents, to the extent a party thereto.

 

(c)          Governmental Consents. No Consent of any Governmental Entity is required to be obtained or made by such party in connection with the execution, delivery, and performance by such party of this Agreement or the consummation by such party of the transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) the filing with the SEC of (A) the Form S-1, and the declaration of its effectiveness under the Securities Act, and (B) the filing of such reports under the Exchange Act as may be required in connection with this Agreement and the other Reorganization Documents and the transactions contemplated by this Agreement; (iii) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or the rules and regulations of Nasdaq; and (iv) such other Consents which if not obtained or made would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement and the applicable Reorganization Documents, to the extent a party thereto.

 

(d)         Vote Required. Prior to the Closing, the board of directors, general partner, or board of managers, as applicable, of such party (including any required committee thereof) has declared the advisability of the transactions contemplated hereby in accordance with applicable Law and as required by such party’s Charter Documents, and approved this Agreement, the applicable Reorganization Documents and the transactions contemplated hereby and thereby. Other than the Required LP Approval, such approval is the only vote of the holders of any class or series of such party’s capital stock or equity interests necessary to approve this Agreement, the applicable Reorganization Documents the transactions contemplated hereby and thereby.

 

Section 3.03       Litigation. There is no Legal Action pending, or to the actual knowledge of such party, threatened against such party or any of its respective properties or assets or, to the actual knowledge of such party, any officer, manager, partner or director of such party in their capacities as such other than any such Legal Action that would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement and the applicable Reorganization Documents, to the extent a party thereto.

 

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Article IV
COVENANTS

 

Section 4.01       Conduct of Business. During the period from the date of this Agreement until the Effective Time, each party shall, and shall cause each of its Subsidiaries, except as expressly permitted or contemplated by this Agreement, as required by applicable Law, or with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, such party shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, and other Persons having business relationships with it.

 

Notwithstanding the foregoing, nothing in this Section 4.01 shall prohibit any Existing Partnership from making new investments (“New Investments”) and distributing cash in the ordinary course of business consistent with past practice until the consummation of the Reorganization Transactions.

 

Section 4.02       Notices of Certain Events. Subject to applicable Law, each party shall notify the other parties hereto of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (c) any event, change, or effect between the date of this Agreement and the Effective Time which individually or in the aggregate causes or is reasonably likely to cause or constitute: (i) a material breach of any of its representations, warranties, or covenants contained herein, or (ii) the failure of any of the conditions set forth in Article V of this Agreement to be satisfied; provided that, the delivery of any notice pursuant to this Section 4.02 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

 

Section 4.03       Public Announcements. Each of the parties hereto agrees that no public release, statement, announcement, or other disclosure concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld, conditioned, or delayed), except as may be required by: (a) applicable Law, (b) court process, (c) the rules or regulations of any applicable United States securities exchange, or (d) any Governmental Entity to which the relevant party is subject or submits; provided, in each such case, that the party making the release, statement, announcement, or other disclosure shall use its reasonable best efforts to allow the other party reasonable time to comment on such release, statement, announcement, or other disclosure in advance of such issuance.

 

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Section 4.04       Reorganization Efforts. Each of the parties hereto hereby acknowledges, agrees and consents to all of the Reorganization Transactions. Each of the parties hereto shall take all reasonable action necessary or appropriate in order to effect, or cause to be effected, to the extent within its control, each of the Reorganization Transactions and the IPO. The parties hereto shall deliver to each other, as applicable, prior to or at the Form S-1 Effective Time, each of the Reorganization Documents to which it is a party, together with any other documents and instruments necessary or appropriate to be delivered in connection with the Reorganization Transactions.

 

Section 4.05       Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder. At and after the consummation of the Mergers, the officers and managers of HCRX Investments shall be authorized to execute and deliver, in the name and on behalf of HCRX Investments, as successor-in-interest to the Existing Partnerships, any deeds, bills of sale, assignments, or assurances and to take and do, in the name and on behalf of HCRX Investments, as the successor-in-interest to the Existing Partnerships, any other actions and things to vest, perfect, or confirm of record or otherwise in HCRX Investments any and all right, title, and interest in, to and under any of the rights, properties, or assets of the Existing Partnerships acquired or to be acquired by HCRX Investments as a result of, or in connection with, the Mergers.

 

Section 4.06       LP Consent. In accordance with this Agreement, the DLPA and the Charter Documents of the Existing Partnerships, the Existing Partnerships shall have delivered to the holders of all interests in the Existing Partnerships a form of written consent together with notice and description of the adoption of this Agreement and approval of the Reorganization Transactions by the Existing Partnerships and HCRX Investments. The document containing such information (the “Information Statement”) shall (a) be subject to the Existing Manager’s approval in all material respects, (b) be prepared in consultation with counsel and (c) include all notices required under the DLPA and Charter Documents of the Existing Partnerships.

 

Section 4.07       Director; Pricing Committee. The Existing Partnerships shall have the right to nominate one director for election to the Board (the “LP Director”), which LP Director shall initially be David Wadler. The LP Director shall be a member of the pricing committee of the Board prior to the IPO Closing and shall have the right to review the order book before finalization regarding indications of interest in connection with the IPO. The parties hereto shall take such actions as are necessary, including, if necessary, entering into any stockholders’ agreement, to cause the LP Director to be nominated for election to serve on the Board during the three year period following the consummation of the IPO.

 

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Article V 

CONDITIONS

 

The respective obligations of each party to this Agreement to effect the Reorganization Transactions is subject to the satisfaction or waiver (where permissible pursuant to applicable Law) on or prior to the Closing of each of the following conditions:

 

Section 5.01       Form S-1; IPO Closing. The Form S-1 shall have become effective under the Securities Act and shall not be the subject of any stop order and the IPO Closing shall have occurred and satisfied the IPO Qualifying Price (the “IPO Condition”).

 

Section 5.02       Debt Financing; Secondary Sale.

 

(a)          The Debt Financing shall have been consummated, or set to be consummated concurrently with the IPO Closing.

 

(b)         The IPO shall include the Secondary Sale.

 

(c)          The aggregate proceeds to Continuing Investors of the Debt Financing and Secondary Sale shall be no less than $1.75 billion (it being understood that it is the intent of parties that the aggregate proceeds to Continuing Investors be $2.0 billion, but that the parties may proceed without seeking additional consent from holders of all interests in the Existing Partnerships if the lesser amount above is achieved).

 

Section 5.03       Legal Opinion. The Existing Partnerships shall have received an opinion from Richards, Layton & Finder, P.A., as to (a) the due formation and valid existence of Feeder Fund, Holdings and its subsidiaries (collectively, the “Opinion Entities”) (b) the enforceability of the limited partnership agreements of the Opinion Entities, (c) valid issuance of the partnership interests in the Opinion Entities, (d) due admission of the Continuing Investors to Feeder Fund and (e) limited liability of Continuing Investors as limited partners of Feeder Fund.

 

Section 5.04       No Injunctions, Restraints, or Illegality. No Governmental Entity having jurisdiction over any party hereto shall have enacted, issued, promulgated, enforced, or entered any Laws or Orders, whether temporary, preliminary, or permanent, that make illegal, enjoin, or otherwise prohibit consummation of the Reorganization Transactions or the other transactions contemplated by this Agreement.

 

Section 5.05       Performance of Covenants. Each party hereto shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, in this Agreement required to be performed by or complied with by it at or prior to the Closing.

 

Section 5.06       Representations and Warranties. The representations and warranties of each party contained in this Agreement (disregarding all materiality qualifications and exceptions or any similar standard or qualification contained therein) shall be true and correct as of the date of this Agreement and as of the Closing as if made at and as of that time (except for representations and warranties made only as of a specified date, which shall be true and correct as of the specified date), except where the failure of such representations and warranties either singularly or in the aggregate to be so true and correct that would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of such party to consummate the transactions contemplated by this Agreement and the applicable Reorganization Documents, to the extent a party thereto.

 

Section 5.07       Approval of the General Partners. Each general partner of each Existing Partnership shall have authorized and approved this Agreement, the Reorganization Transactions and the other transactions contemplated hereby.

 

Section 5.08       Approval of the Limited Partners. The authorization and approval of this Agreement, the Reorganization Transactions and the other transactions contemplated hereby of (i) such percentage of the limited partners of each Existing Partnership as are required to approve this Agreement, the Reorganization Transactions and the other transactions contemplated hereby in accordance with the DLPA and the Charter Documents of each Existing Partnership shall have been received, and (ii) a majority in interest of the limited partners of each Existing Partnership that are not Affiliates of the applicable general partner of such Existing Partnership shall have been received (such approvals in clauses (i) and (ii), the “Required LP Approval”).

 

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Section 5.09       Withholding Certificates. Each of the Existing Partnerships, Holdings LP, and Feeder Fund shall have issued a certification under Treasury Regulation Section 1.1446(f)-2(b)(4), dated no earlier than 30 days before the Closing Date, (x) to each of Pubco and Feeder Fund, in the case of the certificates provided by the Existing Partnerships and Holdings LP, and (y) to Pubco, in the case of the certificate provided by Feeder Fund.

 

Section 5.10       Frustration of Closing Conditions. No party may rely, as a basis for not consummating the Reorganization Transactions or the other transactions contemplated by this Agreement, on the failure of any condition set forth in this Article V, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.

 

Article VI
TERMINATION

 

Section 6.01       No Liabilities in Event of Termination. In the event that the IPO is abandoned or, unless Pubco and the other parties hereto otherwise agree, the IPO Condition has not occurred by December 31, 2021, (a) this Agreement shall automatically terminate and be of no further force or effect except for this Article VI and Article VII and (b) there shall be no liability on the part of any of the parties hereto, except that such termination shall not preclude any party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other parties of any representation, warranty, covenant or agreement contained herein prior to such termination.

 

Section 6.02       Cooperation with Respect to Termination. In the event that this Agreement is terminated, pursuant to Section 6.01 or otherwise, for any reason after the consummation of any of the Reorganization Transactions, but prior to the consummation of all of the Reorganization Transactions, the parties agree, as applicable, to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, or any part thereof, including, without limitation, voting any and all Securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any Governmental Entity necessary to reestablish such rights, preferences and privileges.

 

Article VII
MISCELLANEOUS

 

Section 7.01       Definitions. For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters:

 

“A&R Certificate of Incorporation” has the meaning set forth in Section 1.01.

 

“A&R HCRX Investments LPA” has the meaning set forth in Section 1.09(a).

 

“A&R Holdings LP LPA” has the meaning set forth in Section 1.09(a).

 

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“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such first Person. For the purposes of this definition, “control” (including, the terms “controlling,” “controlled by,” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting Securities, by Contract, or otherwise; provided, however, that customary approval and veto rights granted to minority equity holders of a Person shall not be deemed to constitute “Control” of such Person. The terms “Controlling” and “Controlled” shall have correlative meanings.

 

“Aggregate LP Relative Value” means the aggregate sum of the Allocated LP Fund Relative Value of all of the Continuing LP Investors.

 

“Aggregate GP Relative Value” means the aggregate sum of the Allocated GP Fund Value of all of the Continuing GP Investors.

 

“Aggregate Fund Relative Value” means an amount equal to the sum of the Fund Value of each of the Existing Partnerships.

 

“Agreement” has the meaning set forth in the Preamble.

 

“Allocated GP Fund Value” means, with respect to a Continuing GP Investor and a corresponding Existing Partnership, the amount of the Fund Value applicable to such Existing Partnership that is allocable to such Continuing GP Investor, with such allocated amount calculated pursuant to and in accordance with the applicable provisions governing distributions in such Existing Partnership’s limited partnership agreement.

 

“Allocated LP Fund Value” means, with respect to a Continuing LP Investor and a corresponding Existing Partnership, the amount of the Fund Value applicable to such Existing Partnership that is allocable to such Continuing LP Investor, with such allocated amount calculated pursuant to and in accordance with the applicable provisions governing distributions in such Existing Partnership’s limited partnership agreement.

 

“Applicable Quarter End Date” means, (a) if the Closing occurs on or prior to August 15, 2021, March 31, 2021, (b) if the Closing occurs between August 15, 2021 and November 15, 2021, June 30, 2021 or (c) if the Closing occurs after November 15, 2021, September 30, 2021.

 

“Board” has the meaning set forth in the Recitals.

 

“Business Day” means any day, other than Saturday, Sunday, or any day on which banking institutions located in New York, New York are authorized or required by Law or other governmental action to close.

 

“Buyback Transaction” has the meaning set forth in Section 1.11.

 

“Canary Fund” has the meaning set forth in the Preamble.

 

“Certificate of Merger” has the meaning set forth in Section 1.05.

 

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“Charter Documents” means: (a) with respect to a corporation, the charter, articles or certificate of incorporation, as applicable, and bylaws thereof; (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement, as applicable, thereof; (c) with respect to a partnership, the certificate of limited partnership and the partnership agreement; and (d) with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.

 

“Class A Common Stock” means Class A Common Stock, par value $0.01 per share, of Pubco, having the rights set forth in the A&R Certificate of Incorporation.

 

“Class A LP Units” means Class A units representing limited partner interests in Holdings LP, having the rights set forth in the A&R Holdings LP LPA.

 

“Class B Common Stock” means Class B Common Stock, par value $0.01 per share, of Pubco, having the rights set forth in the A&R Certificate of Incorporation.

 

“Class B LP Units” means Class B units representing limited partner interests in Holdings LP, having the rights set forth in the A&R Holdings LP LPA.

 

“Class C LP Units” means Class C units representing limited partner interests in Holdings LP, having the rights set forth in the A&R Holdings LP LPA.

 

“Closing” has the meaning set forth in Section 1.04.

 

“Closing Date” has the meaning set forth in Section 1.04.

 

“Code” has the meaning set forth in the Recitals.

 

“Consent” means any approval, consent, ratification, waiver, or other authorization of any Person.

 

“Contracts” means any contracts, agreements, licenses, notes, bonds, mortgages, indentures, leases, or other binding instruments or binding commitments, whether written or oral.

 

“Continuing GP Investors” means each general partner of the Existing Partnerships immediately prior to the consummation of the Mergers, in each case that received partnership interests in Feeder Fund in connection with the Mergers.

 

“Continuing Investors” means, collectively, the Continuing GP Investors and the Continuing LP Investors.

 

“Continuing LP Investors” means each limited partner of the Existing Partnerships (including each general partner of the Existing Partnerships that made capital contributions to the respective Existing Partnership in its capacity as a limited partner) immediately prior to the consummation of the Mergers, in each case that received partnership interests in Feeder Fund in connection with the Mergers.

 

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“Debt Financing” means a financing contemplated to be obtained by Pubco, Holdings LP, HCRX Intermediate, HCRX Investments, or NewCo at the Closing and concurrently with the IPO Closing pursuant to a term loan and the issuance of high yield notes in an estimated aggregate amount of $1,500,000,000, the net proceeds of which are contemplated to be used to fund the Buyback Transaction.

 

“DLPA” has the meaning set forth in the Recitals.

 

“Effective Time” has the meaning set forth in Section 1.05.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

“Exchange Agreement” has the meaning set forth in Section 1.07.

 

“Existing Manager” has the meaning set forth in the Preamble.

 

“Existing Partnership” or “Existing Partnerships” has the meaning set forth in the Preamble.

 

“Expenses” means, with respect to any Person, all reasonable and documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors, and investment bankers of such Person and its Affiliates), incurred by such Person or on its behalf in connection with or related to the authorization, preparation, negotiation, execution, and performance of this Agreement and any transactions related thereto, any litigation with respect thereto, or in connection with other regulatory approvals, and all other matters related to the Reorganization Transactions and the other transactions contemplated by this Agreement.

 

“Feeder Fund LPA” has the meaning set forth in Section 1.09(b).

 

“Feeder Fund” has the meaning set forth in the Preamble.

 

“Form S-1” means the registration statement on Form S-1 filed by Pubco under the Exchange Act with the SEC to register the Class A Common Stock.

 

“Form S-1 Effective Time” means the date and time on which the Form S-1 becomes effective, which will occur after the Pricing, on such date and at such time as determined by Pubco.

 

“Fund III” has the meaning set forth in the Preamble.

 

“Fund III-A” has the meaning set forth in the Preamble.

 

“Fund IV” has the meaning set forth in the Preamble.

 

“Fund IV-A” has the meaning set forth in the Preamble.

 

“Fund Percentage” means, with respect to each Existing Partnership, the percentage obtained by dividing (a) such Existing Partnership’s applicable Fund Value, by (b) the Aggregate Fund Relative Value.

 

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“Fund Relative Value Statement” has the meaning set forth in Section 2.04(a).

 

“Fund Value” means, with respect to an Existing Partnership, an amount equal to the sum of (a) the aggregate net asset value of all of the assets of held by such Existing Partnership as of the Applicable Quarter End Date, (b) plus the amount of any applicable New Investment Value, (c) minus the amount of any cash distributed by such Existing Partnership to its partners following the Applicable Quarter End Date, but prior to the Closing and (d) plus or minus any adjustments necessary if there has been a material change to the value of an asset of the Existing Partnership following the Applicable Quarter End Date; provided that (i) for purposes of clause (d), any change to the value of an asset that is greater than 5% (either up or down) shall be deemed a material change and (ii) any adjustment to the value for purposes of clause (d), shall be submitted to the Independent Appraiser for confirmation and finally determined in the same manner and in accordance with the provisions of Section 2.04(e) mutatis mutandis.

 

“Fund Value Calculation” has the meaning set forth in Section 2.04(d).

 

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

 

“Governmental Entity” means any federal, state, provincial or similar government, and any body, board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or regulatory functions of such government.

 

“HCRX EPA” has the meaning set forth in the Preamble.

 

“HCRX Intermediate” has the meaning set forth in the Preamble.

 

“HCRX Investments” has the meaning set forth in the Preamble.

 

“HCRX Management” has the meaning set forth in the Preamble.

 

“H.O.P. Fund” has the meaning set forth in the Preamble.

 

“Holdings LP” has the meaning set forth in the Preamble.

 

“Holdings LP Unit Issuances” has the meaning set forth in Section 1.02.

 

“Independent Appraiser” has the meaning set forth in Section 2.04(d).

 

“Information Statement” has the meaning set forth in Section 4.06.

 

“IPO” has the meaning set forth in the Recitals.

 

“IPO Closing” means the initial closing of the sale of the Class A Common Stock in the IPO.

 

“IPO Condition” has the meaning set forth in Section 5.01.

 

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“IPO Price” means the per share public offering price of the Class A Common Stock sold in the IPO.

 

“IPO Qualifying Price” means an IPO Price that yields a Total Enterprise Value of Pubco and its Subsidiaries greater than or equal to [*].

 

“Laws” means any federal, state, local, municipal, foreign, multi-national or other laws, common law, statutes, constitutions, ordinances, rules, regulations, codes, Orders, or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered, or applied by any Governmental Entity.

 

“Legal Action” means any legal, administrative, arbitral, or other proceedings, suits, actions, investigations, examinations, claims, audits, hearings, charges, complaints, indictments, litigations, or examinations.

 

“Liability” means any liability, indebtedness, or obligation of any kind (whether accrued, absolute, contingent, matured, unmatured, determined, determinable, or otherwise, and whether or not required to be recorded or reflected on a balance sheet under GAAP).

 

“Liens” means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer, and security interests of any kind or nature whatsoever.

 

“LP Transaction Committee” means the members of the LP Advisory Committee that have served on the committee of Continuing LP Investors to evaluate the transactions contemplated herein on behalf of the Continuing LP Investors.

 

“Management Agreements” has the meaning set forth in Section 1.10.

 

“March Calculation” has the meaning set forth in Section 2.04(b).

 

“Master GP” has the meaning set forth in the Preamble.

 

“Merger” or “Mergers” has the meaning set forth in Section 1.03.

 

“Molag Fund” has the meaning set forth in the Preamble.

 

“Nasdaq” means the Nasdaq Global Market.

 

“New Investments” has the meaning set forth in Section 4.01.

 

“New Investment Value” has the meaning set forth in Section 2.03.

 

“Notice of Objection” has the meaning set forth in Section 2.04(b).

 

“Opinion Entities” has the meaning set forth in Section 5.03.

 

[*] Certain identified information has been excluded from this exhibit because it is both not material and is the type of information that the registrant treats as private or confidential.

 

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“Order” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Entity or by any arbitrator.

 

“Overflow Fund” has the meaning set forth in the Preamble.

 

“Partnership Management Agreement” has the meaning set forth in Section 1.10.

 

“Permitted Liens” means: (a) statutory Liens for current taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith (provided appropriate reserves required pursuant to GAAP have been made in respect thereof); (b) mechanics’, carriers’, workers’, repairers’, and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings (provided appropriate reserves required pursuant to GAAP have been made in respect thereof); (c) zoning, entitlement, building, and other land use regulations imposed by Governmental Entities having jurisdiction over such Person’s owned or leased real property, which are not violated by the current use and operation of such real property; (d) covenants, conditions, restrictions, easements, and other similar non-monetary matters of record affecting title to such Person’s owned or leased real property, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such Person’s businesses; (e) any right of way or easement related to public roads and highways, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such Person’s businesses; and (f) Liens arising under workers’ compensation, unemployment insurance, social security, retirement, and similar legislation.

 

“Person” means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, Governmental Entity, or other entity or group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Exchange Act).

 

“Potomac Fund” has the meaning set forth in the Preamble.

 

“PPCF” has the meaning set forth in the Preamble.

 

“Pricing” means such date and time as the Board or the pricing committee thereof determines to price the IPO.

 

“Pubco” has the meaning set forth in the Preamble.

 

“Pubco Management Agreement” has the meaning set forth in Section 1.10.

 

“Registration Agreement” has the meaning set forth in Section 1.08.

 

“Reorganization Documents” means this Agreement, the A&R Certificate of Incorporation, the Subscription Agreements, the Certificate of Merger, the Exchange Agreement, the Registration Agreement, the A&R HCRX Investments LPA, the A&R Holdings LP LPA, the Feeder Fund LPA, the Management Agreements and all other agreements, instruments and documents entered into in connection with the Reorganization Transactions.

 

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“Reorganization Transaction” or “Reorganization Transactions” has the meaning set forth in Article I.

 

“Required LP Approval” has the meaning set forth in Section 5.08.

 

“Review Period” has the meaning set forth in Section 2.04.

 

“RNA” has the meaning set forth in Section 2.04(d).

 

“SEC” means the Securities and Exchange Commission.

 

“Secondary Sale” has the meaning set forth in Section 1.12.

 

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

 

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of promulgated thereunder.

 

“Stafford Fund” has the meaning set forth in the Preamble.

 

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other business entity of which a majority of the shares of voting Securities is at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person.

 

“Total Enterprise Value” means the total enterprise value of Pubco and its Subsidiaries based on the IPO Price.

 

Section 7.02       Interpretation; Construction.

 

(a)         The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, Exhibit, or Article, such reference shall be to a Section of, Exhibit to, or Article of this Agreement unless otherwise indicated. Unless the context otherwise requires, references herein: (i) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (ii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” and the word “or” is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “if.” A reference in this Agreement to $ or dollars is to U.S. dollars. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

 

(b)         The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

 

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Section 7.03      Survival. None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement will survive the Closing. This Section 7.03 does not limit any covenant or agreement of the parties contained in this Agreement which, by its terms, contemplates performance after the Closing.

 

Section 7.04       Governing Law. This Agreement and all Legal Actions (whether based on contract, tort, or statute) arising out of, relating to, or in connection with this Agreement or the actions of any of the parties hereto in the negotiation, administration, performance, or enforcement hereof, shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Each of the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and (b) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708.

 

Section 7.05       Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto agrees (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal process and notify the other party or parties hereto of the name and address of such agent, and (ii) that, to the fullest extent permitted by Law, mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 7.07 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof and shall, to the fullest extent permitted by Law, have the same legal force and effect as if served upon such party personally within the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. To the fullest extent permitted by Law, each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder: (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 7.05; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action, or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action, or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

 

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Section 7.06       Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.06.

 

Section 7.07       Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given upon the earlier of actual receipt or (a) when delivered by hand providing proof of delivery; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or to such other Persons or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.07):

 

If to HCRX Management, Pubco, Master GP, Holdings LP, HCRX Intermediate, HCRX Investments or Feeder Fund

 

to:

300 Atlantic St., Suite 600

Stamford, Connecticut 06901

Attention: Clarke B. Futch

Email: Clarke.Futch@hcroyalty.com

 

with a copy (which will not constitute notice) to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attention: Andrew R. Mariniello

Email: andrew.mariniello@morganlewis.com

 

 

If to any Existing Partnership, to the address of the general partner of such Existing Partnership on file with the Existing Manager.  

 

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Section 7.08      Entire Agreement. This Agreement (including all exhibits, annexes, and schedules referred to herein) and the other Reorganization Documents constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. In the event of any inconsistency between the statements in the body of this Agreement and any other Reorganization Documents, the statements in the body of this Agreement will control.

 

Section 7.09       Expenses. The Existing Partnerships will pay, pro rata based on their Fund Percentage, all Expenses incurred by any party relating to this Agreement, the Mergers, the other Reorganization Transactions and the other transactions contemplated hereby (including Expenses related to the IPO and the Debt Financing), including Expenses incurred by the LP Advisory Committees and the LP Transaction Committee; provided, that (a) if the IPO Closing is consummated, any Expenses incurred will be paid out of the primary proceeds of the IPO (and not any secondary sale proceeds), and (b) HCRX Management shall be solely responsible for the expenses of Lazard Ltd.

 

Section 7.10       No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and respective successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

 

Section 7.11     Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

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Section 7.12    Amendments. This Agreement may be amended from time to time with the approval of the Existing Manager and HCRX Management; provided, that any amendment to this Agreement that would adversely and disproportionately affect a Continuing LP or group of Continuing LPs shall require the consent of such Persons.

 

Section 7.13       Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned, or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

Section 7.14      Remedies Cumulative. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at Law, or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

 

Section 7.15       Specific Performance.

 

(a)         The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at Law or in equity.

 

(b)          Each party further agrees that: (i) no such party will oppose the granting of an injunction or specific performance as provided herein on the basis that the other party has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity; (ii) no such party will oppose the specific performance of the terms and provisions of this Agreement; and (iii) no other party or any other Person shall be required to obtain, furnish, or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 7.15, and each party irrevocably waives, to the fullest extent permitted by Law, any right it may have to require the obtaining, furnishing, or posting of any such bond or similar instrument.

 

Section 7.16       Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. For the avoidance of doubt, a Person’s execution and delivery of this Agreement by electronic signature and electronic transmission, including via DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of this Agreement by or on behalf of such Person. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all of the other parties.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

  HEALTHCARE ROYALTY MANAGEMENT, LLC

 

  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:

 

  HCRX MANAGEMENT, LLC

 

  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

  HEALTHCARE ROYALTY, INC.

 

By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

  HCRX MASTER GP, LLC

 

  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

[Signature Page to Agreement and Plan of Reorganization]

 

 

 

 

  HEALTHCARE ROYALTY HOLDINGS, L.P.
  By its General Partner: HCRX Master GP, LLC

 

  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

  HCRX INTERMEDIATE HOLDCO, L.P.
  By its General Partner: HCRX Master GP, LLC

 

By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

  HCRX INVESTMENTS HOLDCO, L.P.
  By its General Partner: HCRX Master GP, LLC

 

  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

  HEALTHCARE ROYALTY PARTNERS III, L.P.
  By its General Partner: HealthCare Royalty GP III, LLC

 

By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

[Signature Page to Agreement and Plan of Reorganization]

 

 

 

 

  HEALTHCARE ROYALTY PARTNERS III-A, L.P.
  By its General Partner: HealthCare Royalty GP III, LLC

 

  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

  HEALTHCARE ROYALTY PARTNERS IV, L.P.
  By its General Partner: HealthCare Royalty GP IV, LLC

 

By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

  HEALTHCARE ROYALTY PARTNERS IV-A, L.P.
  By its General Partner: HealthCare Royalty GP IV, LLC

 

By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

  HCR CANARY FUND, L.P.
  By its General Partner: HCR Canary Fund GP, LLC

 

By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title:   Chairman & Chief Executive Officer

 

[Signature Page to Agreement and Plan of Reorganization]

 

 

 

 

  HCR MOLAG FUND, L.P.
  By its General Partner: HCR Molag Fund GP, LLC
   
  By  /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer
   
  HCRP OVERFLOW FUND, L.P.
  By its General Partner: HCRP Overflow Fund GP, LLC
   
  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer
   
  HCR STAFFORD FUND, L.P.
  By its General Partner: HCR Stafford Fund GP, LLC
   
  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer
   
  HCR H.O.P. FUND, L.P.
  By its General Partner: HCR H.O.P. GP, LLC
   
  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer

 

[Signature Page to Agreement and Plan of Reorganization]

 

 

 

 

  HCR POTOMAC FUND, L.P.
  By its General Partner: HCR Potomac Fund GP, LLC
   
  By  /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer
   
  HCRX FEEDER FUND, L.P.
  By its General Partner: HCRX EPA Holdings, LLC
   
  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer
   
  HCRX EPA HOLDINGS, LLC
   
  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer
   
  PPCF HARRIS FEEDER, L.P.
  By its General Partner: HCR Harris Feeder GP, LLC
   
  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer
   
  HCRX CH, INC.
   
  By /s/ Clarke B. Futch
    Name: Clarke B. Futch
    Title: Chairman & Chief Executive Officer

 

[Signature Page to Agreement and Plan of Reorganization]

 

 

 

 

EXHIBIT A

 

A&R Certificate of Incorporation

 

See attached.

 

 

 

 

EXHIBIT B

 

A&R Bylaws

 

See attached.

 

 

 

 

EXHIBIT C

 

Fourth Amendment to Second A&R Limited Partnership Agreement

of

HealthCare Royalty Partners III, L.P.

 

See attached.

 

 

 

 

EXHIBIT D

 

Certificate of Merger

 

See attached.

 

 

 

 

EXHIBIT E

 

Exchange Agreement

 

See attached.

 

 

 

 

EXHIBIT F

 

Registration Agreement

 

See attached.

 

 

 

 

EXHIBIT G

 

A&R HCRX Investments LPA

 

See attached.

 

 

 

 

EXHIBIT H

 

A&R Holdings LP LPA

 

See attached.

 

 

 

 

EXHIBIT I

 

Feeder Fund LPA

 

See attached.

 

 

 

 

EXHIBIT J

 

Pubco Management Agreement

 

See attached.

 

 

 

 

EXHIBIT K

 

Partnership Management Agreement

 

See attached.

 

 

 

 

EXHIBIT L

 

March Calculation

 

See attached.

 

 

 

 EX-4.2 3 tm2113163d21_ex4-2.htm EXHIBIT 4.2

 

Exhibit 4.2

 

Execution Version

 

INDENTURE

 

Dated as of July 29, 2021

 

among

 

HCRX INVESTMENTS HOLDCO, L.P.,
as Issuer,

 

and

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee,

 

4.500% SENIOR NOTES DUE 2029

 

 

 

 

TABLE OF CONTENTS

 

    Page
     
Article I DEFINITIONS AND RULES OF CONSTRUCTION 1
   
Section 1.01 Definitions 1
Section 1.02 Other Definitions 40
Section 1.03 Rules of Construction 41
Section 1.04 Acts of Holders 43
Section 1.05 Measuring Compliance 44
     
Article II THE NOTES 46
   
Section 2.01 Form and Dating; Terms 46
Section 2.02 Execution and Authentication 48
Section 2.03 Registrar, Transfer Agent and Paying Agent 48
Section 2.04 Paying Agent to Hold Money in Trust 49
Section 2.05 Holder Lists 49
Section 2.06 Transfer and Exchange 50
Section 2.07 Replacement Notes 64
Section 2.08 Outstanding Notes 64
Section 2.09 Treasury Notes 65
Section 2.10 Temporary Notes 65
Section 2.11 Cancellation 65
Section 2.12 Defaulted Interest 66
Section 2.13 CUSIPs and Common Codes 66
     
Article III REDEMPTION 66
   
Section 3.01 Notices to Trustee 66
Section 3.02 Selection of Notes to Be Redeemed 66
Section 3.03 Notice of Redemption 67
Section 3.04 Effect of Notice of Redemption 68
Section 3.05 Deposit of Redemption Price 68
Section 3.06 Notes Redeemed in Part 68
Section 3.07 Optional Redemption 69
Section 3.08 Mandatory Redemption 70
Section 3.09 Offers to Repurchase by Application of Excess Proceeds 70
Section 3.11 Special Mandatory Redemption 73
     
Article IV COVENANTS 74
   
Section 4.01 Payment of Notes 74
Section 4.02 Maintenance of Office or Agency 74
Section 4.03 Reports and Other Information 75
Section 4.04 Compliance Certificate 76
Section 4.05 [Reserved] 77

 

 

 

 

Section 4.06 Stay, Extension and Usury Laws 77
Section 4.07 Limitation on Restricted Payments 77
Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 85
Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock 88
Section 4.10 Asset Sales 95
Section 4.11 Transactions with Affiliates 98
Section 4.12 Liens 101
Section 4.13 [Reserved] 102
Section 4.14 Offer to Repurchase Upon Change of Control 102
Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries 104
Section 4.16 Suspension of Covenants 104
Section 4.17 [Reserved] 106
Section 4.18 Activities Prior to Escrow Release 106
     
Article V SUCCESSORS 107
     
Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets 107
Section 5.02 Successor Person Substituted 109
     
Article VI DEFAULTS AND REMEDIES 110
     
Section 6.01 Events of Default 110
Section 6.02 Acceleration 112
Section 6.03 Other Remedies 112
Section 6.04 Waiver of Past Defaults 113
Section 6.05 Control by Majority 113
Section 6.06 Limitation on Suits 113
Section 6.07 Rights of Holders of Notes to Receive Payment 115
Section 6.08 Collection Suit by Trustee 115
Section 6.09 Restoration of Rights and Remedies 115
Section 6.10 Rights and Remedies Cumulative 116
Section 6.11 Delay or Omission Not Waiver 116
Section 6.12 Trustee May File Proofs of Claim 116
Section 6.13 Priorities 116
Section 6.14 Undertaking for Costs 117
     
Article VII TRUSTEE 117
     
Section 7.01 Duties of Trustee 117
Section 7.02 Rights of Trustee 118
Section 7.03 Individual Rights of Trustee 120
Section 7.04 Trustee’s Disclaimer 120
Section 7.05 Notice of Defaults 120
Section 7.06 May Hold Notes 120
Section 7.07 Compensation and Indemnity 121

 

ii

 

 

Section 7.08 Replacement of Trustee or Agents 122
Section 7.09 Successor Trustee by Merger, etc. 123
Section 7.10 Eligibility; Disqualification 123
     
Article VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE 123
     
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 123
Section 8.02 Legal Defeasance and Discharge 124
Section 8.03 Covenant Defeasance 124
Section 8.04 Conditions to Legal or Covenant Defeasance 125
Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions 126
Section 8.06 Repayment to Issuer 127
Section 8.07 Reinstatement 127
     
Article IX AMENDMENT, SUPPLEMENT AND WAIVER 127
     
Section 9.01 Without Consent of Holders 127
Section 9.02 With Consent of Holders 129
Section 9.03 Revocation and Effect of Consents 130
Section 9.04 Notation on or Exchange of Notes 131
Section 9.05 Trustee to Sign Amendments, etc. 131
Section 9.06 Additional Voting Terms; Calculation of Principal Amount 131
     
Article X GUARANTEES 132
     
Section 10.01 Guarantee 132
Section 10.02 Limitation on Guarantor Liability 133
Section 10.03 Execution and Delivery 134
Section 10.04 Subrogation 134
Section 10.05 Benefits Acknowledged 134
Section 10.06 Release of Guarantees 134
     
Article XI SATISFACTION AND DISCHARGE 135
     
Section 11.01 Satisfaction and Discharge 135
Section 11.02 Application of Trust Money 137
     
Article XII [Reserved] 137
   
Article XIII Escrow Arrangements 137
   
Section 13.01 Escrow Accounts 137
Section 13.02 Release of Escrow Property 138
Section 13.03 Directions to the Trustee 138
Section 13.04 Amendment of Escrow Agreement 138

 

iii

 

 

Article XIV MISCELLANEOUS 139
     
Section 14.01 Notices 139
Section 14.02 Communication by Holders with Other Holders 140
Section 14.03 Certificate and Opinion as to Conditions Precedent 140
Section 14.04 Statements Required in Certificate or Opinion 140
Section 14.05 Rules by Trustee and Agents 141
Section 14.06 No Personal Liability of Directors, Officers, Employees, Members and Stockholders 141
Section 14.07 Governing Law 141
Section 14.08 Waiver of Jury Trial 141
Section 14.09 Force Majeure 141
Section 14.10 No Adverse Interpretation of Other Agreements 141
Section 14.11 Successors 142
Section 14.12 Severability 142
Section 14.13 Counterpart Originals 142
Section 14.14 Table of Contents, Headings, etc. 142
Section 14.15 USA Patriot Act 142

 

EXHIBITS  
   
Exhibit A Form of Note
   
Exhibit B Form of Certificate of Transfer
   
Exhibit C Form of Certificate of Exchange
   
Exhibit D Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
   
Exhibit E Form of Net Short Representation

 

iv

 

 

 

This INDENTURE, dated as of July 29, 2021, is among HCRX Investments HoldCo, L.P. (the “Issuer”), a Delaware limited partnership, the guarantors party hereto (collectively, the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

 

W I T N E S E T H

 

WHEREAS, the Issuer has duly authorized the creation of an issue of $650,000,000 aggregate principal amount of the Issuer’s 4.500% senior notes due 2029 (the “Initial Notes”);

 

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture;

 

NOW, THEREFORE, each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders.

 

Article I
DEFINITIONS AND RULES OF CONSTRUCTION

 

Section 1.01      Definitions.

 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

 

“Acquired Indebtedness” means, with respect to any specified Person,

 

(1)Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or wound up into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or consolidating with or into, winding up into or becoming a Restricted Subsidiary of such specified Person, or

 

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

 

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01, 2.02 and 4.09 hereof.

 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by”, and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

 

“Agents” means any Paying Agent, Registrar, Transfer Agent, and Authenticating Agent.

 

 

 

 

“Applicable Premium” means, with respect to any Note on any applicable Redemption Date, the greater of:

 

(1)1.0% of the then-outstanding principal amount of such Note; and

 

(2)the excess, if any, of

 

(a)the present value at such Redemption Date of (i) the redemption price of the Note on August 1, 2024 (such redemption price being set forth in the table set forth in Section 3.07(b) hereof) plus (ii) all required interest payments due on the Note through August 1, 2024 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

 

(b)the then-outstanding principal amount of such Note.

 

The Issuer shall calculate the Applicable Premium. For the avoidance of doubt, calculation of or verification of the Issuer’s calculation of the Applicable Premium shall not be an obligation or duty of the Trustee or the Paying Agent.

 

“Applicable Procedures” means, with respect to any transfer or exchange of or for, redemption of, or notice with respect to beneficial interests in any Global Note or the redemption or repurchase of any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer, exchange, redemption or repurchase.

 

“Asset Sale” means:

 

(1)the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including, without limitation, by way of a Sale and Lease-Back Transaction or effectuated pursuant to a Division) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

 

(2)the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof), whether in a single transaction or a series of related transactions;

 

in each case, other than:

 

(a)any disposition of Cash Equivalents or Investment Grade Securities or obsolete, worn out or surplus property in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or no longer used or useful in the ordinary course of business;

 

(b)the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

 

2

 

 

(c)the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.07 hereof or any Permitted Investment;

 

(d)any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions in any fiscal year if, but only if, the aggregate EBITDA attributable thereto for the fiscal year most recently completed prior to the time of any Asset Sale would not exceed an amount equal to 25% of EBITDA for such most recently completed fiscal year;

 

(e)any disposition of property or assets by a Restricted Subsidiary, or the issuance of securities by a Restricted Subsidiary, in either case, to the Issuer or another Restricted Subsidiary, or by the Issuer to a Restricted Subsidiary;

 

(f)to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

 

(g)the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

 

(h)any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

 

(i)any foreclosure, condemnation or similar action on assets or the granting of Liens not prohibited by this Indenture;

 

(j)sales of accounts receivable, or participations therein, or Securitization Assets or related assets, in each case, in connection with any Qualified Securitization Facility;

 

(k)any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture;

 

(l)the sale, discount, or other disposition of inventory, accounts receivable, notes receivable or other assets in the ordinary course of business or the conversion of accounts receivable to notes receivable in connection with the collection or compromise thereof;

 

(m)the licensing or sub-licensing of intellectual property, software or other general intangibles in the ordinary course of business;

 

3

 

 

(n)any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business;

 

(o)the unwinding of Hedging Obligations;

 

(p)sales, transfers, and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

 

(q)the lapse, abandonment, or disposition of intellectual property rights in the ordinary course of business, which rights, in the reasonable, good-faith determination of the Issuer, are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole;

 

(r)the issuance of director qualifying shares and shares issued to foreign nationals as required by applicable law;

 

(s)the granting of a Lien that is permitted under Section 4.12 hereof or any Permitted Lien;

 

(t)any transfer of property subject to a casualty event upon receipt of the net cash proceeds of such casualty event;

 

(u)any payments in respect of Royalty Assets or transfers of royalties or revenues generated by Royalty Assets;

 

(v)any repayment at termination or early buyout with respect to Royalty Assets; and

 

(w)any transaction or arrangement that creates a stream of cash payments arising from Royalty Assets of the Issuer or its applicable Affiliate.

 

“Bank Products” means any facilities or services related to cash management, including treasury, depository, overdraft, credit, or debit card, purchase card, electronic funds transfer, cash pooling, and other cash management arrangements.

 

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors.

 

“Business Day” means each day which is not a Legal Holiday.

 

“Capital Stock” means:

 

(1)in the case of a corporation, corporate stock;

 

4

 

 

(2)in the case of an association or business entity, any and all shares, interests, participations, rights, or other equivalents (however designated) of corporate stock;

 

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

 

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

 

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP, as GAAP was in effect on December 15, 2018.

 

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on any consolidated balance sheet of such Person and its Restricted Subsidiaries.

 

“Cash Equivalents” means:

 

(1)United States dollars;

 

(2)in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

 

(3)securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full-faith-and-credit obligation of such government with maturities of 24 months or less from the date of acquisition;

 

(4)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks;

 

(5)repurchase obligations for underlying securities of any of the types described in clauses (3), (4), (7), and (8) of this definition entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) of this definition;

 

5

 

 

(6)commercial paper and variable- or fixed-rate notes rated at least P-2 by Moody’s, at least A-2 by S&P, or at least F2 by Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and in each case maturing within 24 months after the date of creation thereof and Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P, “A2” or higher from Moody’s, or “A” or higher from Fitch with maturities of 24 months or less from the date of acquisition;

 

(7)marketable short-term money market and similar securities having a rating of at least P-2, A-2, or F2 from either Moody’s, S&P or Fitch, respectively (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and in each case maturing within 24 months after the date of creation or acquisition thereof;

 

(8)readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s, S&P or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities of 24 months or less from the date of acquisition;

 

(9)readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s, S&P or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities of 24 months or less from the date of acquisition;

 

(10)Investments with average maturities of 12 months or less from the date of acquisition in money market funds given one of the three highest ratings by S&P, Moody’s or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); and

 

(11)investment funds investing 90% of their assets in securities of the types described in clauses (1) through (10) of this definition; and,

 

in the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States, Cash Equivalents shall also include (a) assets and investments of the type and, to the extent applicable, maturity described in clauses (1) through (8) and clauses (10) and (11) of this definition of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (11) of this definition and in this paragraph.

 

6

 

 

Notwithstanding anything to the contrary in the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) of this definition; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

 

At any time at which the value, calculated in accordance with GAAP, of all investments of the Issuer and its Restricted Subsidiaries that were deemed, when made, to be Cash Equivalents in accordance with clauses (1) through (11) of this definition exceeds the Indebtedness of the Issuer and its Restricted Subsidiaries, “Cash Equivalents” shall also mean any investment (a “Qualifying Investment”) that satisfies the following two conditions: (x) the Qualifying Investment is of a type described in clauses (1) through (10) of the first paragraph of this definition, but has an effective maturity (whether by reason of final maturity, a put option or, in the case of an asset-backed security, an average life) of five years and one month or less from the date of such Qualifying Investment (notwithstanding any provision contained in such clauses (1) through (10) requiring a shorter maturity); and (y) the weighted average effective maturity of such Qualifying Investment and all other investments that were made as Qualifying Investments in accordance with this paragraph does not exceed two years from the date of such Qualifying Investment.

 

“Change of Control” means the occurrence of any of the following:

 

(1)the sale, lease or transfer, in one transaction or a series of related transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any Person; or

 

(2)the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50.0% of the voting power of the Voting Stock of the Issuer (directly or through the acquisition of voting power of Voting Stock of any of the Issuer’s direct or indirect parent companies);

 

7

 

 

provided, however, that (1) a transaction in which any direct or indirect parent of the Issuer becomes a Subsidiary of another Person (other than a Person that is an individual, such Person that is not an individual, the “Other Person”) shall not constitute a Change of Control if (a) the shareholders “beneficially owning” 100.0% of the voting power of the outstanding Voting Stock of such parent immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting power of the outstanding voting stock of such parent, immediately following the consummation of such transaction, and no “person” or “group” (as such terms are defined above) “beneficially owns” (as such term is defined above) more than 50.0% of the voting power of the outstanding Voting Stock of such parent immediately following such transaction if such “person” or “group” (as such terms are defined above) did not “beneficially own” (as such term is defined above) more than 50.0% of the voting power of the outstanding Voting Stock of such parent prior to such transaction or (b) immediately following the consummation of such transaction, no “person” or “group” (as such terms are defined above), other than the Other Person (but including the holders of the Equity Interests of the Other Person), “beneficially owns” (as such term is defined above), directly or indirectly through one or more intermediaries, more than 50.0% of the voting power of the outstanding Voting Stock of such parent or the Other Person; (2) any holding company whose only significant asset is Capital Stock of the Issuer or any direct or indirect parent of the Issuer shall not itself be considered a “person” or “group” (as such terms are defined above) for purposes of this definition; (3) the transfer of assets between or among the Restricted Subsidiaries and the Issuer in accordance with the terms of this Indenture shall not itself constitute a Change of Control; and (4) a “person” or “group” (as such terms are defined above) shall not be deemed to “beneficially own” (as such term is defined above) securities subject to a stock purchase agreement, merger agreement or similar agreement (or any voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement.

 

“Clearstream” means Clearstream Banking S.A. or any successor securities clearing agency.

 

“consolidated” means, with respect to any financial information of the Issuer, that such information has been prepared based on the consolidation of the accounts of each of the Restricted Subsidiaries of the Issuer with those of the Issuer in accordance with GAAP; provided that such consolidated financial information will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Issuer or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment.

 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

 

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication:

 

(1)consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (u) penalties and interest relating to taxes, (v) any “additional interest” owing pursuant to any registration rights agreement with respect to securities, (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility and (z) any accretion of accrued interest on discounted liabilities); plus

 

8

 

 

(2)consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

 

(3)interest paid, directly or indirectly (through dividends or otherwise), on Indebtedness of any direct or indirect parent company of the Issuer to the extent all of the proceeds of such Indebtedness have been contributed to the Issuer or any of its Restricted Subsidiaries and such Indebtedness has been guaranteed by the Issuer or any of its Restricted Subsidiaries; less

 

(4)interest income for such period.

 

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

 

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,

 

(1)any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to any multi-year strategic initiatives), Transaction Expenses, severance, relocation costs, and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

 

(2)the Net Income for such period shall not include the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period,

 

(3)any net after-tax gain or loss on disposal of disposed, abandoned or discontinued operations shall be excluded,

 

(4)any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business shall be excluded,

 

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(5)the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that the Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period,

 

(6)solely for the purpose of determining the amount available for Restricted Payments under clause (3)(A) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that the Consolidated Net Income of the Issuer shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

 

(7)the effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue, and debt line items in such Person’s consolidated financial statements prepared in accordance with GAAP resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

 

(8)any after-tax effect of income (loss) from the early extinguishment of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded,

 

(9)any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,

 

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(10)any non-cash compensation charge or expense, including, without limitation, any such charge arising from any grant of stock appreciation or similar rights, stock options, restricted stock, restricted stock units or other rights shall be excluded,

 

(11)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance, or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including, without limitation, any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

 

(12)the following items shall be excluded:

 

(a)any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Accounting Standards Codification topic 815, Derivatives and Hedging; and

 

(b)any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those (i) related to currency remeasurements of Indebtedness and (ii) resulting from hedge agreements for currency exchange risk.

 

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expense or charge that is covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.

 

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(D) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchase or redemption of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayment of loans or advance that constitutes a Restricted Investment by the Issuer or any of its Restricted Subsidiaries, any sale of the Equity Interests of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case, only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(D) of Section 4.07(a) hereof.

 

“Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens on the property of the Issuer and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date of determination, less the aggregate amount of Cash Equivalents held by the Issuer and its Restricted Subsidiaries at such date, to (2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination, in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents, and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

 

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“Consolidated Total Debt Ratio” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date of determination, less the aggregate amount of Cash Equivalents held by the Issuer and its Restricted Subsidiaries at such date, to (2) the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination, in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents, and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

 

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, any letter of credit, except to the extent of unreimbursed amounts thereunder, Hedging Obligations and all obligations relating to Qualified Securitization Facilities), in each case, determined in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any acquisition) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP.

 

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

 

(1)to purchase any such primary obligation or any property constituting direct or indirect security therefor,

 

(2)to advance or supply funds

 

(a)for the purchase or payment of any such primary obligation, or

 

(b)to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

 

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(3)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

 

“Corporate Trust Office” shall be at the address of the Trustee specified in Section 14.01 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer.

 

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including, without limitation, the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, debt securities, letters of credit, capital market financings, receivables financings or other borrowings or other extensions of credit, including any notes, mortgages, guarantees, collateral documents, instruments, and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings or issuances is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or other holders.

 

“Custodian” means the Trustee, as custodian with respect to the Global Notes, or any successor entity thereto.

 

“Default” means any event that is, or with the passage of time, the giving of notice or both would be, an Event of Default.

 

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

 

“Depositary” means, with respect to the Global Notes, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

 

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the notes and/or the creditworthiness of the Issuer.

 

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“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

 

“Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, executed on or about the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property (other than Cash Equivalents) by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For purposes of this section, “Disposition” or “Dispose” shall not include (i) sharing or turnover payments or similar transfers of royalties or revenues generated by Royalty Assets pursuant to agreements entered into in connection with an acquisition of such Royalty Assets permitted by this Indenture and (ii) any arrangement that is structured to create a stream of cash payments arising from Royalty Assets of the Issuer or its applicable Affiliate.

 

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that, if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided further that any Capital Stock held by any future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Issuer, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of the Issuer (or the compensation committee thereof) that is redeemable or subject to repurchase, in each case pursuant to any stock subscription or stockholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries.

 

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

 

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“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

 

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

 

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

 

“EBITDA” means, for any period for the Issuer and its Restricted Subsidiaries, on a pro forma basis:

 

(1)total cash receipts in respect of Royalty Assets, minus

 

(2)total consolidated cash operating payments (before interest payments and tax payments, and provided that to the extent otherwise included therein, cash operating payments do not include payments of purchase price in connection with acquisitions of Royalty Assets not prohibited by the terms of the Indenture, including in the form of fixed or variable installment payments, milestone payments, royalty or revenue sharing obligations or research and development payments), minus

 

(3)any distributions paid to non-controlling interests, minus

 

(4)to the extent not deducted pursuant to clause (b) of this definition, Employment Related Expenses, minus

 

(5)cash payments in respect of refunds related to amounts described in clause (a) hereof (but not, for the avoidance of doubt, milestone payments or similar payments by the Issuer or its applicable Affiliate); plus

 

(6)to the extent deducted pursuant to clause (b) or (d) of this definition, any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management, employee or director benefit plan or agreement or any stock subscription or shareholder agreement; plus

 

(7)to the extent deducted pursuant to clause (b) of this definition, any losses related to non-operational hedging, including, without limitation, resulting from hedging transactions for interest rate or currency exchange risks associated with the Senior Secured Credit Agreement and the Indenture; plus

 

(8)to the extent deducted pursuant to clause (b) of this definition, costs paid and expenses incurred in connection with litigation settlements; plus

 

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(9)to the extent deducted pursuant to clause (b) of this definition, unrealized mark-to-market losses on equity and securities investments; plus

 

(10)to the extent deducted pursuant to clause (b) of this definition, costs and expenses incurred pursuant to the Reorganization Transactions; plus

 

(11)to the extent deducted pursuant to clause (b) of this definition, restructuring charges or reserves, including any one-time costs incurred in connection with the Reorganization Transactions, acquisitions not prohibited by the terms of the Indenture and other Investments and costs related to the consolidation and integration of facilities, information technologies infrastructure and legal entities, and severance and retention bonuses;

 

provided that (A) clauses (a) to (c) shall exclude any swap collateral payments received or made, and (B) to the extent that any payment in clause (a)was required to be paid in a particular quarter, but was actually paid in the next succeeding quarter prior to the Issuer delivering a compliance certificate for the prior period, such payment shall be deemed as having been received in the period in which it was required to be paid (but not also in the period actually received) for purposes of calculating EBITDA for the relevant periods.

 

“Employment Related Expenses” means distributions made by the Borrower the proceeds of which are, directly or indirectly, paid to the Manager for the payment of management fees, employee compensation and reimbursement of expenses, in each case as provided in the Management Agreement.

 

“Equity Interests” means Capital Stock and all options, warrants, restricted stock units or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

 

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

 

(1)public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8;

 

(2)issuances to any Subsidiary of the Issuer; and

 

(3)any such public or private sale that constitutes an Excluded Contribution.

 

“Euroclear” means Euroclear Bank SA/NV or any successor clearing agency.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 

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“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

 

(1)contributions to its common equity capital, and

 

(2)the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

 

in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate executed on or about the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

 

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith.

 

“Fitch” means Fitch Ratings Inc. and any successor to its rating agency business.

 

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that the pro forma calculation of Fixed Charges for purposes of Section 4.09(a) hereof (and for the purposes of other provisions of this Indenture that refer to Section 4.09(a)) shall not give effect to any Indebtedness being incurred on such date (or on such other subsequent date which would otherwise require pro forma effect to be given to such incurrence) pursuant to Section 4.09(b) hereof (other than Indebtedness incurred pursuant to clauses (1)(b) and (14) thereunder).

 

For purposes of making the computation described in the prior paragraph of this definition, Investments, acquisitions, dispositions, mergers, consolidations, and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations, and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

 

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For purposes of this definition, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, consolidation, or disposed operation and the amount of income or earnings relating thereto, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings, operating expense reductions, and synergies resulting from such Investment, acquisition, disposition, merger, consolidation, or disposed operation which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computations discussed in this definition, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

 

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:

 

(1)Consolidated Interest Expense of such Person for such period;

 

(2)all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

 

(3)all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

 

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is either (i) not organized or existing under the laws of the United States, any state thereof or the District of Columbia or (ii) organized or existing under the laws of the United States, any state thereof or the District of Columbia substantially all the assets of which are equity or debt and equity of Subsidiaries that are described in clause (i) and (iii) any Subsidiary of a Subsidiary described in clause (i) or (ii).

 

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“GAAP” means generally accepted accounting principles in the United States of America as in effect on the date of any calculation or determination required hereunder; provided, that at any time after the Issue Date, the Issuer may elect to establish that GAAP shall mean the GAAP as in effect as of any date on or after the Issue Date and on or prior to the date of such election; provided that any such election, once made, shall be irrevocable. At any time after the Issue Date, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture), including as to the ability of the Issuer to make an election pursuant to the previous sentence; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided, further, that the Issuer may only make such election if it also elects to report any subsequent financial reports required to be made by the Issuer, including pursuant to Section 13 or Section 15(d) of the Exchange Act, in IFRS. The Issuer shall give notice of any such election made in accordance with this definition to the Trustee and the Holders. If there occurs a change in IFRS or GAAP, as the case may be, and such change would cause a change in the method of calculation of any standards, terms or measures (including all computations of amounts and ratios) used in this Indenture (an “Accounting Change”), then the Issuer may elect that such standards, terms or measures shall be calculated as if such Accounting Change had not occurred. Notwithstanding any of the foregoing, for purposes of Section 4.03 herein, GAAP shall mean the GAAP (or IFRS, if the election described above has been made) as in effect from time to time.

 

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

 

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Sections 2.01, 2.06(b) or 2.06(d) hereof.

 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit, and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

 

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes.

 

“Guarantor” means each Person that Guarantees the Notes in accordance with the terms of this Indenture.

 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.

 

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

 

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“Indebtedness” means, with respect to any Person, without duplication:

 

(1)any indebtedness (including principal and premium) of such Person, whether or not contingent:

 

(a)in respect of borrowed money;

 

(b)evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

 

(c)representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or

 

(d)representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP (except as otherwise provided in the definition of “Capitalized Lease Obligation” and as set forth in Section 1.05 in respect of leases); provided that Indebtedness of any direct or indirect parent company of the Issuer appearing upon the balance sheet of the Issuer solely by reason of push-down accounting under GAAP shall be excluded;

 

(2)to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, any obligation of the type referred to in clause (1) above of a third Person (whether or not such item would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of a negotiable instrument for collection in the ordinary course of business; and

 

(3)to the extent not otherwise included, any obligation of the type referred to in clause (1) above of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

 

provided that, notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) any operating lease as such an instrument would be determined in accordance with GAAP on the Issue Date or (c) obligations under or in respect of Qualified Securitization Facilities or Sale and Lease-Back Transactions (except any resulting Capitalized Lease Obligations); provided further that Indebtedness shall be calculated without giving effect to Accounting Standards Codification topic 815, Derivatives and Hedging and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

 

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“Indenture” means this Indenture, as amended or supplemented from time to time.

 

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that provides services to Persons engaged in Similar Businesses and is, in the good-faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

 

“Intellectual Property” means all intellectual property, including without limitation patents, copyrights, trademarks, know-how, trade secrets, inventions (whether or not patentable), and any applications therefor and reissues, continuations, extensions, renewals, or similar extension of rights thereof; goodwill associated with any of the foregoing; together with all rights to sue for past, present and future infringement, misappropriation, or violation of intellectual property and the goodwill associated therewith.

 

“Initial Notes” is defined in the recitals hereto.

 

“Initial Public Offering” has the meaning set forth in the Offering Memorandum.

 

“Initial Purchaser” means any of Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Truist Securities, Inc., BMO Capital Markets Corp., Goldman Sachs & Co. LLC, Stifel Nicolaus & Company and Raymond James & Associates, Inc., or any of their respective affiliates.

 

“Interest Payment Date” means February 1 and August 1 of each year to stated maturity, beginning with February 1, 2022.

 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency or nationally recognized statistical rating agency.

 

“Investment Grade Securities” means:

 

(1)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

 

(2)debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

 

(3)investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) above, which fund may also hold immaterial amounts of cash from time to time pending investment or distribution; and

 

(4)corresponding instruments in countries other than the United States customarily utilized for high quality investments.

 

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“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances and extensions of credit to customers and vendors, and commission, travel, and similar advances to officers, employees, directors and consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. In no event shall a guarantee of an operating lease or other business contract of the Issuer or any Restricted Subsidiary be deemed an Investment. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

 

(1)“Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that, upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

 

(a)the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less

 

(b)the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

 

(2)any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.

 

The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in respect of such Investment.

 

“IPO Closing Date” has the meaning set forth in the Offering Memorandum.

 

“Issue Date” means July 29, 2021.

 

“Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer and delivered to the Trustee and Authenticating Agent (if any).

 

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“Legal Holiday” means a Saturday, a Sunday, or a day on which commercial banking institutions are not required to be open in the State of New York, or, to the extent applicable, the place of payment.

 

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

 

“Long Derivative Instrument” means, as to any person, a Derivative Instrument (i) the value of which to such person generally increases, and/or the payment or delivery obligations of such person under which generally decrease, with positive changes in the financial performance and/or position of the Issuer and/or (ii) the value of which to such person generally decreases, and/or the payment or delivery obligations of such person under which generally increase, with negative changes in the financial performance and/or position of the Issuer.

 

“Management Agreement” means the management agreement to be entered into by and between Healthcare Royalty, Inc. and the Manager in connection with the Reorganization Transactions.

 

“Manager” means HCRX Management, LLC.

 

“Market Capitalization” means an amount equal to (1) the total number of issued and outstanding shares of common Equity Interests of the Issuer or any of its direct or indirect parent companies on the date of the declaration of a Restricted Payment permitted pursuant to Section 4.07(b)(9) multiplied by (2) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

 

“Net Cash Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required (other than required by clause (1) of Section 4.10(b) hereof) to be applied to the repayment of principal, premium, if any, and interest on Indebtedness secured by a Lien on such assets as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

 

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“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

 

“Net Short” means, with respect to a noteholder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer or any Guarantor immediately prior to such date of determination.

 

“Non-Core Royalty Assets” means (i) assets of the type described in clause (i) of the definition of “Royalty Assets” solely to the extent related to medical or health care (excluding pharmaceutical or biopharmaceutical) products, processes, devices, or enabling or delivery technologies that are protected by patents, governmental or other regulations or otherwise by contract, (ii) the securities of entities that primarily hold, directly or indirectly, interests of the type described in the preceding clause (i) including, without limitation, securities convertible into the foregoing, and any securities investments or contracts that may provide a hedge for such investments and (iii) common equity or equivalent interests of entities that hold, directly or indirectly, Royalty Assets solely to the extent that the Issuer and/or its applicable Affiliates do not hold a controlling interest in the issuer of such common equity or equivalent interests after giving effect to the acquisition of such common equity or equivalent interests by the Issuer or its applicable Affiliate (such common equity interests, “Minority Common Equity Interests”); provided that, Minority Common Equity Interests shall not include, to the extent otherwise covered by clause (iii) above, (x) investments in Royalty Assets in the form of preferred stock, joint venture interests, partnership interests, limited liability company interests or similar interests that are structured to result in one or more cash payments to the Issuer or its applicable Affiliate based upon sales of or revenues generated by products, the occurrence of certain events or the achievement of certain milestones and (y) the preferred stock held in Suneva Medical, Inc. identified and listed in the unaudited combined statement of assets, liabilities and partners’ capital of Healthcare Royalty Inc. (or its predecessors) for the fiscal quarter ended March 31, 2021, and related consolidated statements of operations, changes in partners’ equity and cash flows.

 

“Non-U.S. Person” means a Person who is not a U.S. Person.

 

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. The Notes shall be treated as a single class for all purposes under this Indenture.

 

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“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages, and other liabilities, payable under the documentation governing any Indebtedness.

 

“Offering Memorandum” means the confidential offering memorandum, dated July 15, 2021, relating to the sale of the Initial Notes.

 

“Officer” means the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer, or any other officer of the Issuer designated by any of the foregoing individuals.

 

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer that meets the requirements set forth in this Indenture.

 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer.

 

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

 

“Permitted Investments” means:

 

(1)any Investment in the Issuer or any Guarantor;

 

(2)any Investment in Cash Equivalents or Investment Grade Securities;

 

(3)any Investment by the Issuer or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line) if as a result of such Investment:

 

(a)such Person becomes a Restricted Subsidiary, including by means of a Division; or

 

(b)such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line), including by means of a Division, to, or is liquidated into, the Issuer or a Restricted Subsidiary,

 

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and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation, transfer, or Division;

 

(4)any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions described under Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

 

(5)any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment or binding commitment existing on the Issue Date; provided that the amount of any such Investment may be increased in such modification, replacement, renewal, reinvestment, or extension only (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;

 

(6)any Investment acquired by the Issuer or any of its Restricted Subsidiaries:

 

(a)in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer);

 

(b)as a result of the settlement, compromise or resolution of litigation, arbitration, or other disputes with Persons who are not Affiliates;

 

(c)in settlement of delinquent obligations of, or other disputes with, customers, trade debtors, licensors, licensees and suppliers arising in the ordinary course of business; or

 

(d)as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

 

(7)(x) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof and (y) Investments deemed to arise in connection with ordinary course transfers pursuant to Bank Products and other cash pooling agreements, intercompany payables and receivables arising in the ordinary course of business and tax matters or sharing agreements (including pursuant to any employee matters or other similar agreement) existing on the Issue Date or entered into in the ordinary course of business;

 

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(8)[Reserved];

 

(9)Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer or any of its direct or indirect parent companies; provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

 

(10)guarantees of Indebtedness not prohibited by Section 4.09 hereof; performance guarantees in the ordinary course of business and the creation of Liens on the assets of the Issuer or any of its Restricted Subsidiaries in compliance with Section 4.12 hereof;

 

(11)any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (1), (2), (4), (6) and (12) of Section 4.11(b) hereof);

 

(12)Investments consisting of purchases and acquisitions of inventory, supplies, material, equipment, or other assets or services or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

 

(13)Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $182.35 million and 35% of EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that, if any Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (13);

 

(14)Investments in or relating to a Securitization Subsidiary that, in the good-faith determination of the Issuer are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith;

 

(15)advances to, or guarantees of Indebtedness of, officers, directors, employees or members of management not in excess of $10.0 million outstanding at any time, in the aggregate;

 

(16)loans and advances to officers, directors, employees, members of management, and consultants for business-related travel expenses, moving expenses, and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof;

 

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(17)advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Issuer or any of its Restricted Subsidiaries;

 

(18)Investments in the ordinary course of business or consistent with past practice consisting of Uniform Commercial Code (or equivalent statutes) Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices;

 

(19)Investments in the Notes and Guarantees;

 

(20)[Reserved];

 

(21)additional Investments if, at the time of the making of any such Investment and after giving pro forma effect thereto (including, without limitation, to the incurrence of any Indebtedness to finance such Investment), the Consolidated Total Debt Ratio would not exceed 3.50 to 1.00;

 

(22)any Investments by any Restricted Subsidiary of the Issuer that is not a Guarantor in any other Restricted Subsidiary of the Issuer that is not a Guarantor;

 

(23)additional Investments in any Restricted Subsidiary of the Issuer that is not a Guarantor or in any joint ventures of the Issuer not exceed an aggregate amount, when taken together with all other Investments made pursuant to this clause (23) that are at the time outstanding, equal to the greater of $260.5 million and 50% of EBITDA;

 

(24)Investments in Restricted Subsidiaries of the Issuer, the proceeds of which are used to satisfy (A) royalty or revenue sharing payments (but only to the extent of distributions or other amounts received by or on behalf of the Issuer in respect of such Investments) or (B) milestone payments; and

 

(25)Investments by the Issuer and its Restricted Subsidiaries in Royalty Assets in the ordinary course of business; provided that aggregate consideration for such Investments made by Restricted Subsidiaries that are not Guarantors pursuant to this clause (25) shall not exceed the amount specified in clause (23); provided that the Issuer and its Restricted Subsidiaries shall not make any Investment in any Non-Core Royalty Assets if, at the time of such Investment and immediately after giving effect thereto, the aggregate amount of Investments in Non-Core Royalty Assets exceeds the greater of (x) $260.5 million and (y) 50% of EBITDA, minus the aggregate amount of Investments then-outstanding in non-Guarantor Restricted Subsidiaries made in compliance with the terms of this Indenture.

 

For purposes of determining compliance with this definition, in the event that a proposed Investment (or a portion thereof) meets the criteria of clauses (1) through (25) above, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such Investment (or a portion thereof) between such clauses (1) through (25) in any manner that otherwise complies with this definition.

 

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“Permitted Liens” means, with respect to any Person:

 

(1)pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation, or other insurance-related obligations or indemnification obligations to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good-faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case, incurred in the ordinary course of business;

 

(2)Liens imposed by law, such as landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors or other like Liens, in each case for sums not yet overdue for a period of more than 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

 

(3)Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

 

(4)Liens in favor of Issuer of performance, surety, bid, indemnity, warranty, release, appeal, or similar bonds or with respect to other regulatory requirements or letters of credit issued, and completion guarantees provided for, pursuant to the request of and for the account of such Person in the ordinary course of its business;

 

(5)minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, cable television, telegraph, and telephone lines and other similar purposes, or zoning or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially interfere with the ordinary conduct of the business of such Person;

 

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(6)Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of Section 4.09(b) hereof; provided that any such Liens securing Indebtedness permitted to be incurred pursuant to such clause (4) extend only to the assets, the acquisition, construction, repair, replacement, or improvement of which is financed thereby, and any replacements thereof, additions and accessions thereto and any income or profits thereof;

 

(7)Liens existing on the Issue Date (other than the liens securing the Senior Credit Facilities);

 

(8)Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further that such Liens may not extend to any other property or other assets owned by the Issuer or any of its Restricted Subsidiaries (other than the proceeds or products of such property or shares of stock or improvements thereon or replacements thereof);

 

(9)Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger, or consolidation; provided further that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries (other than the proceeds or products of such property or assets or improvements thereon or replacements thereof);

 

(10)Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

 

(11)Liens securing (i) Hedging Obligations and (ii) obligations in respect of Bank Products, in each case, permitted to be incurred in accordance with Section 4.09 hereof;

 

(12)Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

 

(13)leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not interfere in any material respect with the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;

 

(14)Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar public filings;

 

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(15)Liens in favor of the Issuer or any Guarantor;

 

(16)Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to clients of the Issuer or any of its Restricted Subsidiaries;

 

(17)Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility;

 

(18)Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals, or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11), (39) and this clause (18); provided that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on, and replacements of, such property and the products and proceeds thereof) and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under such clauses (6), (7), (8), (9), (10), (11) and (39) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

 

(19)deposits made or other security in the ordinary course of business to secure liability to insurance carriers;

 

(20)other Liens securing obligations which do not exceed the greater of $260.5 million and 50% of EBITDA at the time of any incurrence of such obligations;

 

(21)Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) of Section 6.01 hereof;

 

(22)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

 

(23)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or equivalent statutes) on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

 

(24)Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof;

 

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(25)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

 

(26)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

 

(27)Liens securing obligations owed by the Issuer or any Restricted Subsidiary to any lender under the Senior Credit Facilities or any Affiliate of such a lender in respect of any Bank Products;

 

(28)[Reserved];

 

(29)any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

 

(30)Liens on the Equity Interests and Indebtedness of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

 

(31)(i) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted under this Indenture to be applied against the purchase price for such Investment, and (ii) customary restrictions or dispositions of assets to be disposed of pursuant to merger agreements, stock or asset purchase agreements and similar agreements;

 

(32)any interest or title of a lessor, sub-lessor, licensor or sub-licensor secured by a lessor’s, sub-lessor’s, licensor’s or sub-licensor’s interest under leases or licenses entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

 

(33)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

 

(34)Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted by this Indenture;

 

(35)ground leases in respect of real property on which facilities owned or leased by the Issuer or any of its Subsidiaries are located;

 

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(36)Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

 

(37)any zoning or similar law or right reserved to or vested in any governmental authority to control or regulate the use of any real property;

 

(38)[Reserved];

 

(39)Liens securing Indebtedness incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted to be incurred pursuant to Section 4.09(b)(1);

 

(40)Liens securing margin stock, if and to the extent the value of all margin stock of the Issuer and its Restricted Subsidiaries exceeds 25% of the value of the Total Assets; and

 

(41)Liens securing obligations under the Notes and any Guarantees thereof.

 

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

 

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

 

“Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.

 

“Qualified Securitization Facility” means any Securitization Facility that meets the following conditions: (a) the board of directors of the Issuer shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events, and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the applicable Securitization Subsidiary, if any and (b) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary, if any, are made at fair market value.

 

“Rating Agencies” means Moody’s, Fitch and S&P or if Moody’s, Fitch or S&P shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s, Fitch or S&P or one or more thereof, as the case may be.

 

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“Record Date” for the interest payable on any applicable Interest Payment Date means the January 15 and July 15 (whether or not a Business Day) immediately preceding such Interest Payment Date.

 

“Regulation S” means Regulation S promulgated under the Securities Act.

 

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

 

“Regulation S Permanent Global Note” means a permanent Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

 

“Regulation S Temporary Global Note” means a temporary Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

 

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

 

“Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

 

“Reorganization Transactions” has the meaning set forth in the Offering Memorandum.

 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter relating to this Indenture is referred because of such Person’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

 

“Restricted Definitive Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend.

 

“Restricted Global Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend.

 

“Restricted Investment” means an Investment other than a Permitted Investment.

 

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“Restricted Period” means, in respect of any Note issued under Regulation S, the 40-day distribution compliance period as defined in Regulation S applicable to such Note.

 

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not at such time an Unrestricted Subsidiary; provided that, upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

 

“Royalty Assets” means (i) intellectual property (including patents) or debt instruments related to, or contractual rights to income or royalties (the structure of which may be in the form of, without limitation, royalty acquisitions, synthetic royalties, royalty notes, convertible debt and structured debt) derived from the sales of, or revenues generated, or to be generated, by, pharmaceutical, medical, health care and/or biopharmaceutical products, processes, devices, or enabling or delivery technologies that are protected by patents, governmental or other regulations or otherwise by contract, and/or (ii) the securities of entities that hold, directly or indirectly, such interests including, without limitation, securities convertible into the foregoing, and any securities investments or contracts that may provide a hedge for such investments.

 

“Rule 144” means Rule 144 promulgated under the Securities Act.

 

“Rule 144A” means Rule 144A promulgated under the Securities Act.

 

“Rule 903” means Rule 903 promulgated under the Securities Act.

 

“Rule 904” means Rule 904 promulgated under the Securities Act.

 

“S&P” means Standard & Poor’s, a division of S&P Global Inc., and any successor to its rating agency business.

 

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

 

“Screened Affiliate” means any Affiliate of a noteholder (i) that makes investment decisions independently from such noteholder and any other Affiliate of such noteholder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such noteholder and any other Affiliate of such noteholder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuer or its Subsidiaries, (iii) whose investment policies are not directed by such noteholder or any other Affiliate of such noteholder that is acting in concert with such noteholder in connection with its investment in the notes, and (iv) whose investment decisions are not influenced by the investment decisions of such noteholder or any other Affiliate of such noteholder that is acting in concert with such noteholders in connection with its investment in the notes.

 

“SEC” means the U.S. Securities and Exchange Commission.

 

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

 

“Securitization Assets” means the accounts receivable, royalty, or other revenue streams, and other rights to payment and any other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof.

 

“Securitization Facility” means any of one or more receivables purchase facilities, factoring arrangements or securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants, indemnities and other customary limited recourse made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

 

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.

 

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages in, one or more Qualified Securitization Facilities and other activities reasonably related thereto.

 

“Senior Credit Agreement” means that certain Senior Secured Credit Agreement, to be dated on or about the Issue Date, among the Issuer, as borrower, , the guarantors party thereto, and CitiBank, N.A., as administrative agent and collateral agent, as amended, supplemented, restated, replaced, renewed, extended or otherwise modified from time to time.

 

“Senior Credit Facilities” means the credit facilities provided from time to time pursuant to the Senior Credit Agreement.

 

“Short Derivative Instrument” means, as to any person, a Derivative Instrument (i) the value of which to such person generally decreases, and/or the payment or delivery obligations of such person under which generally increase, with positive changes in the financial performance and/or position of the Issuer and/or (ii) the value of which to such person generally increases, and/or the payment or delivery obligations of such person under which generally decrease, with negative changes in the financial performance and/or position of the Issuer.

 

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date.

 

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“Similar Business” means (1) any business conducted or proposed to be conducted by the Issuer or any of its Restricted Subsidiaries on the Issue Date and any reasonable extension thereof or (2) any business or other activities that are reasonably similar, related, complementary, incidental or ancillary to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and its Restricted Subsidiaries are engaged or propose to be engaged on the Issue Date.

 

“Subordinated Indebtedness” means:

 

(1)any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

 

(2)any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity.

 

“Subsidiary” means, with respect to any Person:

 

(1)any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company, or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

 

(2)any partnership, joint venture, limited liability company or similar entity of which

 

(x)            more than 50.0% of the capital accounts, distribution rights, total equity, and voting interests, or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interest or otherwise, and

 

(y)           such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

 

“Subsidiary Guarantor” means each Restricted Subsidiary of the Issuer that Guarantees the Notes.

 

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent internal consolidated balance sheet of the Issuer with such pro forma adjustments thereto as are consistent with the pro forma adjustment provisions of the definition of “Fixed Charge Coverage Ratio”.

 

“Transactions” means the Reorganization Transactions and the Initial Public Offering as described in the Offering Memorandum.

 

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“Transaction Expenses” means any fees or expenses incurred, paid by or allocated to the Issuer or any of its Restricted Subsidiaries in connection with the Transactions.

 

“Treasury Rate” means, as of any Redemption Date with respect to the Notes, the yield to maturity as of the earlier of (1) such Redemption Date or (2) the date on which the Notes are defeased or satisfied and discharged, of the most recently issued United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2024; provided, however, that if the period from the Redemption Date to August 1, 2024 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used; provided, further that if the Treasury Rate determined in accordance with the foregoing shall be less than zero, the Treasury Rate shall be deemed to be zero for all purposes of this Indenture. Any such Treasury Rate shall be obtained by the Issuer.

 

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as in force at the date as of which this Indenture was executed (15 U.S.C. §§ 77aaa-77bbbb).

 

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

 

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

 

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of, and registered in the name of, the Depositary, representing Notes that do not bear the Private Placement Legend.

 

“Unrestricted Subsidiary” means:

 

(1)any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

 

(2)any Subsidiary of an Unrestricted Subsidiary.

 

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary), to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

 

(1)any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;

 

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(2)such designation complies with Section 4.07 hereof;

 

(3)each of:

 

(a)the Subsidiary to be so designated; and

 

(b)its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary; and

 

(4)(i) no Subsidiary may be designated as an Unrestricted Subsidiary if such designated Unrestricted Subsidiary will own any Royalty Assets and (ii) neither the Issuer nor any of its Restricted Subsidiaries shall be permitted to transfer any Royalty Assets to an Unrestricted Subsidiary..

 

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary (subject to clauses (1)-(4) above); provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

 

(1)the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test described in Section 4.09(a) hereof; or

 

(2)the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

 

Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly delivering to the Trustee an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

 

“U.S. Government Obligations” means securities which are direct obligations of, or guaranteed by, The United States of America for the payment of which its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt.

 

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

 

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“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

 

(1)the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

 

(2)the sum of all such payments.

 

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

 

Section 1.02         Other Definitions.

 

Term   Defined in Section
“Acceptable Commitment”   4.10
“Affiliate Transaction”   4.11
“Agent Members”   2.01
“Alternate Offer”   4.14
“Applicable AML Law”   14.15
“Applicable Premium Deficit”   8.04
“ASC 842”   1.05
“Asset Sale Offer”   4.10
“Authenticating Agent”   2.02
“Authentication Order”   2.02
“Change of Control Offer”   4.14
“Change of Control Payment”   4.14
“Change of Control Payment Date”   4.14
“Covenant Defeasance”   8.03
“Covenant Suspension Event”   4.16
“Declined Proceeds”   4.10
“Deemed Date”   4.09
“DTC”   2.03
“Effective Date”   3.11
“Escrow Account”   13.01
“Escrow Agent”   13.01
“Escrow Agreement”   13.01
“Escrowed Property”   13.01
“Escrow Release Conditions”   13.02
“Escrow Release Date”   13.02

 

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Term   Defined in Section
“Event of Default”   6.01
“Excess Proceeds”   4.10
“Fixed Charge Coverage Test”   4.09
“Foreign Disposition”   4.10
“Increased Amount”   4.12
“incur”   4.09
“incurrence”   4.09
“Internal Revenue Code”   1.01
“Issuer”   Recitals
“Legal Defeasance”   8.02
“maximum fixed repurchase price”   1.03
“Note Register”   2.03
“Offer Amount”   3.09
“Offer Period”   3.09
“Outside Date”   3.11
“Paying Agent”   2.03
“Purchase Date”   3.09
“Redemption Date”   3.07
“Refinancing Indebtedness”   4.09
“Refunding Capital Stock”   4.07
“Registrar”   2.03
“Restricted Payments”   4.07
“Reversion Date”   4.16
“Second Commitment”   4.10
“Special Mandatory Redemption”   3.11
“Special Mandatory Redemption Date”   3.11
“Special Mandatory Redemption Trigger Event”   3.11
“Successor Company”   5.01
“Successor Person”   5.01
“Suspended Covenants”   4.16
“Suspension Date”   4.16
“Suspension Period”   4.16
“Taxes”   2.14
“Transaction Agreement Date”   1.05
“Transfer Agent”   2.03
“Treasury Capital Stock”   4.07
“Trustee”   Recitals

 

Section 1.03         Rules of Construction. Unless the context otherwise requires:

 

(a)            a term has the meaning assigned to it;

 

(b)            an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

 

(c)            “or” is not exclusive;

 

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(d)            “including” means including without limitation;

 

(e)            words in the singular include the plural, and in the plural include the singular;

 

(f)             “shall” and “will” shall be interpreted to express a command;

 

(g)            provisions apply to successive events and transactions;

 

(h)            references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

 

(i)             unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

 

(j)             the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

 

(k)            the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP;

 

(l)             words used herein implying any gender shall apply to any gender;

 

(m)            in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”;

 

(n)            (i) the principal amount of any Preferred Stock at any time shall be (A) the maximum liquidation value of such Preferred Stock at such time or (B) the maximum mandatory redemption price; and (ii) the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer;

 

(o)            the phrase “in writing” as used herein shall be deemed to include PDFs, e-mails and other electronic means of transmission, unless otherwise indicated; and

 

(p)            this Indenture is not subject to any provision of and will not be qualified under the TIA.

 

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Section 1.04         Acts of Holders.

 

(a)            Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.04.

 

(b)            The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

 

(c)            The ownership of Notes shall be proved by the Note Register.

 

(d)            Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

 

(e)            The Issuer may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 10 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

 

(f)             Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.04(f) shall have the same effect as if given or taken by separate Holders of each such different part.

 

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(g)            Without limiting the generality of the foregoing, a Holder, including the Depositary, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depositary may provide its proxy to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

 

(h)            The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by the Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

 

Section 1.05         Measuring Compliance.

 

(a)            With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase, or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice), which may be conditional, has been delivered, in each case, for purposes of determining:

 

(i)            whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof;

 

(ii)           whether any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”;

 

(iii)          whether any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and

 

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(iv)          any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, 

 

at the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “EBITDA”.

 

(b)            For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated Net Income, EBITDA, or Total Assets of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness, will not be taken into account for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of such consummation or termination.

 

(c)            The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture.

 

(d)            For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

 

(e)            Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test.

 

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(f)            Notwithstanding anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC 842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

 

Article II
THE NOTES

 

Section 2.01      Form and Dating; Terms.

 

(a)            General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

 

(b)            Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

 

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The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

 

(c)            Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authenticating Agent as hereinafter provided.

 

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note may be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable to the Issuer that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

 

(d)            Terms. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors from time to time party hereto, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

 

The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. Subject to compliance with Section 4.09 hereof, the Issuer may issue Additional Notes from time to time ranking pari passu with the Initial Notes without notice to or consent of the Holders, and such Additional Notes shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes, except that interest may accrue on the Additional Notes from their date of issuance (or such other date specified by the Issuer); provided that, if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP. Any Additional Notes may be issued with the benefit of an indenture supplemental to this Indenture.

 

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(e)            DTC, Euroclear and Clearstream Applicable Procedures. Notwithstanding anything in Section 2.06, the Applicable Procedures of DTC shall be applicable to and shall control transfers of beneficial interests in the Global Notes for so long as DTC is the Depositary. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Agent Members through Euroclear or Clearstream.

 

Section 2.02      Execution and Authentication. At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by manual, facsimile or electronic (including “PDF”) signature (except as otherwise required by the Applicable Procedures).

 

If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee or its Authenticating Agent authenticates the Note, the Note shall nevertheless be valid.

 

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of an authorized signatory of the Trustee or its Authenticating Agent. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

 

On the Issue Date, the Trustee or its Authenticating Agent shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee or its Authenticating Agent shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes.

 

The Trustee may appoint one or more authenticating agents (each an “Authenticating Agent”) acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

 

Section 2.03      Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar and Transfer Agent shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange and will facilitate transfers of the Notes on behalf of the Issuer. The Issuer may appoint one or more co-registrars, one or more additional paying agents and one or more transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. For avoidance of doubt, there shall be only one Note Register.

 

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The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

 

The Issuer initially appoint Wilmington Trust, National Association, as Registrar, Transfer Agent and Paying Agent with respect to the Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties.

 

The Issuer may change the Registrar, Transfer Agent or Paying Agent without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. An Issuer or any of its Subsidiaries may act as Registrar, Transfer Agent or Paying Agent.

 

If, and to the extent that, the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent.

 

Section 2.04      Paying Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note, the Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. The Issuer shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) until they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except as is required by law.

 

Section 2.05      Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Paying Agent is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Paying Agent and the Trustee at least ten days before each Interest Payment Date and at such other times as the Paying Agent and the Trustee may request in writing, a list in such form and as of such date as the Paying Agent and the Trustee may reasonably require of the names and addresses of the Holders.

 

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Every Holder, by receiving and holding Notes, agrees with the Issuer and the Trustee that none of the Issuer or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

 

Section 2.06      Transfer and Exchange.

 

(a)            Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to the Depositary or a nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (A) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as depositary for such Global Note and a successor depositary is not appointed within 120 days, (B) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as a clearing and settlement agency and a successor clearing agency is not appointed by the Issuer within 120 days, (C) if the Depositary so requests following an Event of Default, or (D) the Issuer, in its sole discretion, determines that all Global Notes should be exchanged for Definitive Notes. Upon the occurrence of any of the events described in clauses (A) through (D) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary or the Issuer, in each case in accordance with the Depositary’s respective customary procedures. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clauses (A) through (D) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

 

(b)            Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

 

(i)            Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided that, prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than pursuant to Rule 144A. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

 

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(ii)            All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from an Agent Member given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Agent Member account to be credited with such increase or (B) (1) a written order from an Agent Member given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certifications required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Registrar shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

 

(iii)            Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

 

(A)            if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

 

(B)            if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

 

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(iv)            Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

 

(A)            such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; or

 

(B)            the Registrar receives the following:

 

(1)            if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

 

(2)            if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

 

and, in each such case set forth in this subparagraph (B), if the Issuer or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

If any such transfer is effected pursuant to subparagraph (A) or (B) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee or its Authenticating Agent shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) or (B) above.

 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

 

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(c)            Transfer or Exchange of Beneficial Interests for Definitive Notes.

 

(i)            Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events described in clauses (A) through (D) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

 

(A)            if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

 

(B)            if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

 

(C)            if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

 

(D)            if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

 

(E)            if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

 

(F)            if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee or its Authenticating Agent shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Agent Member. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) (except for transfers pursuant to clause (F) above) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

 

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(ii)            Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(B) and (D) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certifications required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

 

(iii)            Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clauses (A) through (D) of Section 2.06(a) hereof and if the Registrar receives the following:

 

(A)            if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

 

(B)            if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

 

and, in each such case set forth in this subclause (iii), if the Issuer or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

(iv)            Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events described in clauses (A) through (D) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee or its Authenticating Agent shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Agent Member. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

 

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(d)            Transfer and Exchange of Definitive Notes for Beneficial Interests.

 

(i)            Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

 

(A)            if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

 

(B)            if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

 

(C)            if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

 

(D)            if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

 

(E)            if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

 

(F)            if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

 

the Registrar shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

 

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(ii)            Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

 

(A)            if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

 

(B)            if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

 

and, in each such case set forth in this subclause (ii), if the Issuer or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Registrar shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

 

(iii)            Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Registrar shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee or its Authenticating Agent shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

 

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(e)            Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In the event that the requesting Holder does not transfer the entire principal amount of Notes represented by any such Definitive Note, the Registrar shall cancel or cause to be canceled such Definitive Note and the Issuer (who will have been informed of such cancelation) shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver to the requesting Holder and any transferee Definitive Notes in the appropriate principal amounts to reflect such transfer. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

 

(i)            Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

 

(A)            if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

 

(B)            if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

 

(C)            if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

 

(ii)            Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

 

(A)            if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

 

(B)            if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

 

and, in each such case set forth in this subclause (ii), if the Issuer or the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

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(iii)            Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

 

(f)            [Reserved]

 

(g)            Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

 

(i)            Private Placement Legend.

 

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(A)            Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

 

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT''), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A ''QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (''RULE 144A'')) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN ''OFFSHORE TRANSACTION'' PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (''REGULATION S''), (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON WHICH HCRX INVESTMENTS HOLDING, L.P. (THE ''COMPANY'') OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY, OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A 'QUALIFIED INSTITUTIONAL BUYER'' AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.”

 

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(B)            Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d) (ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

 

(ii)            Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO ITS NOMINEE OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, A NOMINEE OF THE DEPOSITARY, HAS AN INTEREST HEREIN.”

 

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(iii)            Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

 

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

 

(h)            Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the direction of the Trustee to reflect such increase.

 

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(i)             General Provisions Relating to Transfers and Exchanges.

 

(i)             To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

 

(ii)            No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.04 hereof).

 

(iii)           Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in whole or in part, except the unredeemed portion of any Note being redeemed or tendered in part; provided that new Notes will only be issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

 

(iv)           All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

 

(v)            Neither the Registrar nor the Issuer shall be required:

 

(A)            to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the delivery of a notice of redemption of the Notes to be redeemed under Section 3.03 hereof and ending at the close of business on the day of such delivery;

 

(B)            to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part;

 

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(C)            to register the transfer or exchange of a Note between a Record Date and the next succeeding Interest Payment Date; or

 

(D)            to register the transfer or exchange of any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

 

(vi)           Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer and any agent of the foregoing may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Note and for all other purposes, and none of the Trustee, any Agent or the Issuer or any agent of the foregoing shall be affected by notice to the contrary.

 

(vii)          Upon surrender for registration of transfer of any Note at the office or agency designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

 

(viii)         At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and, upon receipt of an Authentication Order, the Trustee or its Authenticating Agent shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

 

(ix)            All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by electronic delivery.

 

(x)             Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine, or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfer between or among Agent Members in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

 

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(xi)            Neither the Trustee nor any Agent shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary, or any other Person with respect to the accuracy of the records of the Depositary, or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee and the Agents may rely and shall be fully protected in relying upon information furnished by the Depositary, with respect to its members, participants and any beneficial owners.

 

Section 2.07    Replacement Notes. If any mutilated Note is surrendered to the Trustee, the Registrar, or the Issuer and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss, or theft of any Note, the Issuer shall issue and, upon receipt of an Authentication Order and satisfaction of any other requirement of the Trustee, the Trustee or its Authenticating Agent shall authenticate a replacement Note. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent, and any Authenticating Agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.

 

Notwithstanding the foregoing provisions of this Section 2.07, in case any mutilated, destroyed, lost, or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

 

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. The provisions of this Section 2.07 shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes.

 

Section 2.08    Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee or its Authenticating Agent except for those cancelled by the Registrar, those delivered to the Registrar for cancellation, those reductions in the interest in a Global Note effected by the Registrar in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer, a Guarantor, or an Affiliate of the Issuer or a Guarantor holds the Note.

 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

 

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

 

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If the Paying Agent (other than the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor) holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including for accounting purposes) and shall cease to accrue interest.

 

Section 2.09    Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, a Guarantor or by any Affiliate of the Issuer or a Guarantor, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer, a Guarantor or any Affiliate of the Issuer or a Guarantor.

 

Section 2.10    Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and, upon receipt of an Authentication Order, the Trustee or its Authenticating Agent shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee or its Authenticating Agent shall authenticate definitive Notes in exchange for temporary Notes.

 

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

 

Section 2.11    Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes in accordance with its customary procedures. Certification of the cancellation of all cancelled Notes shall be delivered to the Issuer upon request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

 

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Section 2.12    Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of any such special record date. At least 15 days before any such special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall send electronically, mail or cause to be mailed, first-class postage prepaid, or otherwise deliver in accordance with the Applicable Procedures, to each Holder, with a copy to the Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

 

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

 

Section 2.13    CUSIPs and ISINs . The Issuer in issuing the Notes may use CUSIPs and ISINs (in each case, if then generally in use) and, if so, the Trustee shall use CUSIPs and ISINs in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee in writing of any change in the CUSIPs and ISINs.

 

Article III
REDEMPTION

 

Section 3.01    Notices to Trustee. If the Issuer elect to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee and Paying Agent, at least five Business Days (unless a shorter notice shall be agreed to by the Trustee) before notice of redemption is required to be delivered to Holders pursuant to Section 3.03 hereof, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

 

Section 3.02    Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, the Paying Agent shall select the Notes to be redeemed on a pro rata basis, by lot or by such other method as the Paying Agent shall deem fair and appropriate and otherwise in such manner as complies with the Applicable Procedures. Neither the Trustee nor the Paying Agent shall be liable for any selection made by it in accordance with this paragraph (including the procedures of the relevant depositaries).

 

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 and any integral multiple of $1,000 in excess thereof; no Note of less than $2,000 can be redeemed in part, except that, if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a principal amount of at least $2,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

 

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Section 3.03    Notice of Redemption. Subject to Sections 3.07(f), 3.09 and 3.11 hereof, the Issuer shall send electronically, mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with the Applicable Procedures, except that redemption notices may be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a conditional redemption or Article VIII or Article XI hereof. For Notes held by DTC or a nominee of DTC, notices of redemption shall be delivered in accordance with DTC’s Applicable Procedures.

 

The notice shall identify the Notes to be redeemed and shall state:

 

(a)            the Redemption Date;

 

(b)            the redemption price;

 

(c)            if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

 

(d)            the name and address of the Paying Agent;

 

(e)            that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 

(f)             that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

 

(g)            the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

 

(h)            the CUSIP, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP that is listed in such notice or printed on the Notes; and

 

(i)             any condition precedent to such redemption.

 

At the Issuer’s request, the Trustee or Paying Agent shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee and Paying Agent, at least five Business Days before notice of redemption is required to be delivered electronically, mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee or the Paying Agent ), an Officer’s Certificate requesting that the Trustee or Paying Agent give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph and setting forth the form of such notice.

 

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Section 3.04    Effect of Notice of Redemption. Once notice of redemption is given in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in Section 3.07(f) hereof). The notice, if given in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice as provided herein or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Sections 3.05 and 3.07(f) hereof, on and after the Redemption Date, interest shall cease to accrue on Notes or portions of Notes called for redemption.

 

Section 3.05    Deposit of Redemption Price.

 

(a)            Prior to 11:00 a.m. (New York time) on the Redemption Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

 

(b)            If the Issuer complies with the provisions of the preceding paragraph (a), on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption is not paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal, in each case, at the rate provided in the Notes and in Section 4.01 hereof.

 

Section 3.06    Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of an Authentication Order, the Trustee or its Authenticating Agent shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered; provided that each new Note will be in a minimum principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate such new Note.

 

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Section 3.07    Optional Redemption.

 

(a)            At any time prior to August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (each date on which a redemption occurs, a “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

 

(b)            On and after August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at the applicable redemption price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1, 2024 of each of the years indicated below:

 

Year  Percentage 
2024   102.250%
2025   101.125%
2026 and thereafter   100.000%

 

(c)            In addition, prior to August 1, 2024, the Issuer may, at its option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) at a redemption price equal to 104.500% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings of the Issuer or any direct or indirect parent company of the Issuer after the Issue Date to the extent such net cash proceeds are contributed to the Issuer; provided that (1) at least 50% of the total of (A) the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed substantially concurrently); and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

 

(d)            The Issuer or its Affiliates may, at any time and from time to time, acquire Notes by means other than a redemption, whether by tender offer, exchange offer, open market purchases, negotiated transactions, or otherwise, upon such terms and at such prices as the Issuer or its Affiliates may determine, which may be more or less than the consideration for which the Initial Notes or any Additional Notes are initially sold and could be for cash or other consideration.

 

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(e)            In connection with any tender offer for the Notes (including any Change of Control Offer or Asset Sale Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

 

(f)             Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, unless otherwise provided herein, at the Issuer’s discretion, be subject to one or more conditions precedent. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice was sent) as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion) or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or purchase date, or by the Redemption Date or purchase date as so delayed; provided that if a Redemption Date or purchase date is delayed, the setting of any new Redemption Date or purchase date shall be subject to the Applicable Procedures. In addition, the Issuer may provide in such notice that payment of the redemption price or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person.

 

Section 3.08    Mandatory Redemption The Issuer shall not be required to make any mandatory redemption or sinking fund payment with respect to the Notes, other than a Special Mandatory Redemption pursuant to Section 3.11.

 

Section 3.09    Offers to Repurchase by Application of Excess Proceeds.

 

(a)            In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

 

(b)            The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required by the terms of any other debt that is pari passu with the Notes in right of payment, such other debt that is pari passu with the Notes in right of payment (on a pro rata basis, if applicable, with adjustments as necessary so that no Note or other debt that is pari passu with the Notes in right of payment will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and other debt that is pari passu with the Notes in right of payment tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

 

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(c)            If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, then any accrued and unpaid interest to, but excluding, the Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date.

 

(d)            Upon the commencement of an Asset Sale Offer, the Issuer shall send electronically or by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required by the terms of any other debt that is pari passu with the Notes in right of payment, to the holders of such other debt that is pari passu with the Notes in right of payment. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

 

(i)             that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

 

(ii)            the Offer Amount, the purchase price and the Purchase Date;

 

(iii)           that any Note not tendered or accepted for payment shall continue to accrue interest;

 

(iv)           that, unless the Issuer default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

 

(v)            that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof;

 

(vi)           that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, a depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date;

 

(vii)          that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the fourth Business Day prior to the expiration date of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

 

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(viii)         that, if the aggregate principal amount of Notes and other debt that is pari passu with the Notes in right of payment surrendered by the holders thereof exceeds the Offer Amount, subject to the Applicable Procedures, the Issuer shall select the Notes and such other debt that is pari passu with the Notes in right of payment to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other debt that is pari passu with the Notes in right of payment tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 and any integral multiple of $1,000 in excess thereof will be purchased); and

 

(ix)            that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); provided that the unpurchased portion of any Note must be equal to at least $2,000 and any integral multiple of $1,000 in excess thereof.

 

(e)            On or before the Purchase Date, the Issuer shall, to the extent lawful, subject to the Applicable Procedures, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

 

(f)             The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee or its Authenticating Agent, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that new Notes will only be issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

 

(g)            Prior to 11:00 a.m. (New York time) on the Purchase Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that Purchase Date. The Paying Agent shall promptly return to the Issuer any money deposited with the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed.

 

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

 

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Section 3.10    [Reserved].

 

Section 3.11    Special Mandatory Redemption.

 

(a)            In the event that (i) satisfaction of the Escrow Release Conditions (the date of such satisfaction, the “Effective Date”) does not take place on or prior to January 25, 2022 (the “Outside Date”); (ii) the Issuer fails to make, or cause to be made, any required deposits into the Escrow Account on or prior to three (3) Business Days after the applicable required deposit date as set forth in Section 13.01 or (iii) the Issuer determines, in its sole discretion, that such conditions will not be satisfied by the Outside Date and gives written notice and instruction to the Trustee and the Escrow Agent that it has elected to redeem the Notes (each a “Special Mandatory Redemption Trigger Event”), the Issuer will cause the funds in the Escrow Account to be released to the Trustee for the purpose of effecting the mandatory redemption (the “Special Mandatory Redemption”) of the Notes as further described in this Section 3.11.

 

(b)            Upon the occurrence of a Special Mandatory Redemption Trigger Event, the Issuer will redeem the Notes, on the date that is five Business Days (subject to the requirements of the Depositary) after the date of such Special Mandatory Redemption Trigger Event (the “Special Mandatory Redemption Date”), at a cash redemption price of 100.0% of the aggregate initial issue price of the Notes (which issue price was 100% of the principal amount of the Notes), plus accrued and unpaid interest thereon from the Issue Date, or from the most recent date to which interest has been paid or provided for, to but excluding the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”).

 

(c)            At least three Business Days before the Special Mandatory Redemption Date, the Issuer shall furnish to the Trustee an Officer’s Certificate setting forth: (i) the provisions pursuant to which the Special Mandatory Redemption shall occur, (ii) the Special Mandatory Redemption Date, (iii) the Special Mandatory Redemption Price, (iv) the CUSIP of the Notes to be redeemed and (v) instructions to deliver the notice of redemption referred to in Section 3.11(d) to Holders.

 

(d)            The Issuer or the Trustee on its behalf will send a notice of such redemption on behalf of the Issuer to the Holders as soon as practicable after the occurrence of a Special Mandatory Redemption Trigger Event.

 

(e)            Prior to the Issuer or the Trustee sending such notice of redemption, the Issuer will provide the Trustee with a calculation of the redemption amount, including accrued and unpaid interest to the Special Mandatory Redemption Date.

 

(f)             Notwithstanding anything to the contrary in this Indenture, any redemption pursuant to this Section 3.11 shall not be subject to the provisions of Section 3.01 through 3.07 hereof. For avoidance of doubt, this Section 3.11 (other than this sentence) will not apply once the Effective Date has occurred.

 

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Article IV
COVENANTS

 

Section 4.01    Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor, holds as of 11:00 a.m. (New York time) on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

 

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

 

Section 4.02    Maintenance of Office or Agency. The Issuer shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 hereof where Notes may be presented for payment or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices, and demands may be made or served at the Corporate Trust Office; provided that, no office of the Trustee shall be an office or agency of the Issuer for the purposes of service of legal process against the Issuer or any Guarantor.

 

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain such offices or agencies as required by Section 2.03 for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Issuer hereby designates the Corporate Trust Office as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

 

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Section 4.03    Reports and Other Information.

 

(a)            After the Issue Date, whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as the Notes are outstanding, the Issuer will furnish to the Holders and the Trustee or post on its website or file with the SEC for public availability:

 

(1)     within 90 days after the end of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Issuer were required to file such reports;

 

(2)     beginning with the fiscal quarter ending September 30, 2021, within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-Q by a non-accelerated filer), a quarterly report as would be required to be filed with the SEC on Form 10-Q if the Issuer were required to file such reports; and

 

(3)     as soon as practicable (and in any event no later than five days after the period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Current Report on Form 8-K) after the occurrence of an event required to be therein reported, a current report as would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; provided, however, that, if the last day of any such period is not a Business Day, such report will be due on the next succeeding Business Day.

 

All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SEC applicable to such reports. For the avoidance of doubt, such reports (x) will not be required to include separate financial information that would be required by Rules 3-09, 3-10 and 3-16 of Regulation S-X and (y) will not be subject to the Trust Indenture Act.

 

After the Issue Date, the Issuer or any direct or indirect parent company of the Issuer will maintain a public or non-public website on which Holders, prospective investors and securities analysts are given access to the annual and quarterly financial information described above (and if applicable, the quarterly information described in Section 4.03(b)). If the website containing the financial reports is not available to the public, the Issuer or any direct or indirect parent company of the Issuer will direct Holders, prospective investors and securities analysts on its publicly available website to contact the Issuer to obtain access to the non-public website.

 

(b)            Notwithstanding the foregoing, if the Initial Public Offering has not occurred on or prior to the date 45 days after September 30, 2021, the Issuer will furnish to the Holders or post on its website or file with the SEC for public availability interim financial statements and a Management’s Discussion and Analysis of Results of Operations (“MD&A”) with respect to the three and nine-months ending September 30, 2021, in each case substantially comparable to the audited combined financial statements and MD&A included in the Offering Memorandum (provided that such interim financial statements shall not be required to be audited; provided further, that if such interim financial statements and MD&A are included in the Issuer’s Form 10 Registration Statement filed with the SEC for public availability on or prior to such date, the requirements of this Section 4.03(b) shall be deemed to be satisfied).

 

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(c)            If any direct or indirect parent company of the Issuer files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with the filing periods specified in Section 4.03(a) hereof, then the Issuer shall be deemed to comply with this Section 4.03. For the avoidance of doubt, such reports need not include separate financial information required by Rules 3-09, 3.10 and 3-16 of Regulation S-X; provided that, if such direct or indirect parent company of the Issuer has more than de minimis operations separate and apart from its ownership in the Issuer, then the financial statements of the direct or indirect parent company will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent company and its Subsidiaries, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

 

(d)            To the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, furnish to Holders, securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

 

(e)            Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 hereof until 120 days after the date any report is due under this Section 4.03, and failure to comply with this Section 4.03 shall be automatically cured when the Issuer or its direct or indirect parent company provides all required reports to the Holders or files all required reports with the SEC.

 

The Trustee shall have no responsibility to determine whether any report has been filed by the Issuer or posted on the Issuer’s website.

 

The delivery of any reports, information and documents to the Trustee is for informational purposes only and the information and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein, or determinable from information contained therein including the Issuer’s compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to rely conclusively on an Officer’s Certificate). The Trustee shall have no duty to review or analyze reports delivered to it or determine whether any reports have been filed or posted.

 

Section 4.04    Compliance Certificate.

 

(a)            The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date (or 120 days after the first fiscal year ending after the Issue Date), a certificate from any Officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to his or her knowledge, on behalf of the Issuer, the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition and covenant contained in this Indenture and no Default has occurred and is continuing with respect to any of the terms, provisions, covenants and conditions in this Indenture (or, if a Default shall have occurred and is continuing, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

 

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(b)            When any Default has occurred and is continuing under this Indenture, the Issuer shall within 20 Business Days after becoming aware of such Default (unless such Default shall have been cured or waived prior to the expiration of such 20 Business Day period) deliver to the Trustee an Officer’s Certificate specifying such event and what action the Issuer is taking or proposes to take with respect thereto.

 

Section 4.05          Reserved.

 

Section 4.06          Stay, Extension and Usury Laws. The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

 

Section 4.07          Limitation on Restricted Payments.

 

(a)            The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

 

(I)            declare or pay any dividend or make any payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend, payment or distribution payable in connection with any merger or consolidation other than:

 

(A)            dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests of the Issuer; or

 

(B)            dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

 

(II)           purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent company of the Issuer, including in connection with any merger or consolidation, in each case, held by Persons other than the Issuer or any Restricted Subsidiary of the Issuer;

 

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(III)          make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

 

(A)            Indebtedness permitted under clauses (7), (8), and (9) of Section 4.09(b) hereof; or

 

(B)            the payment, redemption, repurchase, defeasance, acquisition or retirement of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of payment, redemption, repurchase, defeasance, acquisition, or retirement; or

 

(IV)          make any Restricted Investment

 

(all such payments and other actions set forth in clauses (I) through (IV) in this Section 4.07(a) (other than any exception thereto) being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

 

(1)            no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

 

(2)            immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof; and

 

(3)            such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clause (1) of, but excluding all other Restricted Payments permitted by, Section 4.07(b) hereof), is less than the sum of (without duplication):

 

(A)            50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning from the beginning of the full fiscal quarter in which the Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment; plus

 

(B)            100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Issuer after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

 

(i)            (A)Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of:

 

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(x)            Equity Interests to any future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Issuer, any direct or indirect parent company of the Issuer or any of the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and

 

(y)            Designated Preferred Stock; and

 

(B)           to the extent such net cash proceeds or other property are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

 

(ii)            Indebtedness of the Issuer or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of the Issuer or any direct or indirect parent company of the Issuer;

 

provided that this clause (B) shall not include the proceeds from (W) Refunding Capital Stock applied in accordance with clause (2) of Section 4.07(b) hereof, (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

 

(C)            100% of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the Issuer after the Issue Date (other than (i) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof, (ii) contributions by a Restricted Subsidiary, (iii) any Excluded Contributions, and (iv) proceeds of Indebtedness of any direct or indirect parent company of the Issuer to the extent such proceeds have been contributed to the Issuer or any of its Restricted Subsidiaries and such Indebtedness has been guaranteed by the Issuer or any of its Restricted Subsidiaries); plus

 

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(D)          100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of:

 

(i)             the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries (other than, in each case, to the extent that the Restricted Investment was made pursuant to clause (11) of Section 4.07(b) hereof), in each case, after the Issue Date; or

 

(ii)            the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) or clause (11) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

 

(E)            in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) or clause (11) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment); plus

 

(F)            the greater of $182.35 million and 35% of EBITDA at the time of such Restricted Payment; plus

 

(G)            the aggregate amount of Declined Proceeds since the Issue Date.

 

(b)            The provisions of Section 4.07(a) hereof will not prohibit:

 

(1)            the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of the redemption notice, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Indenture;

 

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(2)            (a) the redemption, repurchase, retirement, or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the sale (within 90 days of such redemption, repurchase, retirement or other acquisition or other Restricted Payment) (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement, and (c) the declaration and payment of accrued dividends on Treasury Capital Stock out of the proceeds of a sale of Refunding Capital Stock (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by the Issuer or any Restricted Subsidiary) made within 90 days of such sale;

 

(3)            the prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (A) Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the sale (made within 90 days of such prepayment, defeasance, redemption, repurchase, exchange, acquisition or retirement) of, new Indebtedness of the Issuer or any Subsidiary Guarantor, as the case may be, or (B) Disqualified Stock of the Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the sale (made within 90 days of such prepayment, defeasance, redemption, repurchase, exchange, acquisition or retirement) of, Disqualified Stock of the Issuer or any Subsidiary Guarantor, which, in each case, is incurred or issued, as applicable, in compliance with Section 4.09 hereof so long as:

 

(A)            the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired, plus the amount of any premium (including tender premiums) required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired, or retired, defeasance costs and any fees and expenses incurred in connection therewith;

 

(B)            such new Indebtedness or Disqualified Stock is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness or Disqualified Stock so prepaid, defeased, redeemed, repurchased, exchanged, acquired, or retired;

 

(C)            such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired (or, if earlier, the date that is 91 days after the maturity date of the Notes); and

 

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(D)            such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired (or, if earlier, the date that is 91 days after the maturity date of the Notes);

 

(4)            a Restricted Payment to pay for the repurchase, redemption, retirement, or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, officer, director, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner, or former domestic partner of any of the foregoing) of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement (and including, for the avoidance of doubt, any principal and interest on any notes issued by the Issuer or any direct or indirect parent company of the Issuer in connection such repurchase, redemption, retirement, or other acquisition and any tax related thereto); provided that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $25.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

 

(A)            the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to any future, present, or former employee, officer, director, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner, or former domestic partner of any of the foregoing) of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the net cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

 

(B)            the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; plus

 

(C)            the amount of any cash bonuses otherwise payable to employees, officers, directors, members of management, or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that are foregone in return for receipt of Equity Interests; less

 

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(D)            the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A), (B) and (C) of this clause (4);

 

and provided further that cancellation of Indebtedness owing to the Issuer from any future, present, or former employee, officer, director, member of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

 

(5)            the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

 

(6)            (A)          the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer or any of its Restricted Subsidiaries after the Issue Date;

 

(B)            the declaration and payment of dividends or distributions to any direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

 

(C)            the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b); provided, in the case of each of (A) and (C) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

 

(7)            Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), not to exceed the greater of $260.5 million and 50% of EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

 

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(8)              (A) payments made or expected to be made by the Issuer or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise or settlement, as the case may be, of Equity Interests by any future, present, or former employee, officer, director, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner, or former domestic partner of any of the foregoing) of the Issuer, any of its Subsidiaries, or any of its direct or indirect parent companies; and (B) repurchases of Equity Interests deemed to occur upon exercise or settlement, as the case may be, of options, warrants, or similar instruments if such Equity Interests represent a portion of the exercise price thereof or required withholding or similar taxes;

 

(9)              [Reserved];

 

(10)            Restricted Payments in an amount equal to the amount of Excluded Contributions made;

 

(11)            other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (11) that are at the time outstanding, not to exceed the greater of $260.5 million and 50% of EBITDA at such time;

 

(12)            distributions or payments of Securitization Fees;

 

(13)            [Reserved];

 

(14)            the repurchase, redemption, or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes validly tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired, or retired for value;

 

(15)            Restricted Payments (A) consisting of the declaration and payment of dividends or distributions to any direct or indirect parent company of the Issuer or (B) to pay for the repurchase, redemption, retirement, or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies; provided that the aggregate Restricted Payments made under this clause (15) do not exceed in any calendar year 6.0% of the Market Capitalization (determined as of the date of such Restricted Payment);

 

(16)            the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash Equivalents);

 

(17)            the repurchase, redemption, or other acquisition for value of Equity Interests deemed to occur in connection with paying cash in lieu of issuing fractional shares in connection with (A) any dividend, distribution, split, reverse split, merger, consolidation, amalgamation, or other business combination, in each case, to the extent not prohibited by this Indenture, or (B) the exercise or settlement of options, warrants or similar instruments convertible into or exchangeable for Equity Interests of the Issuer or any direct or indirect parent company of the Issuer;

 

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(18)            the making of any Restricted Payment if, at the time of the making of such payment and after giving pro forma effect thereto (including to the incurrence of any Indebtedness to finance such payments), the Consolidated Total Debt Ratio would not exceed 3.00 to 1.00;

 

(19)            any Restricted Payment pursuant to or in connection with the Reorganization Transactions; and

 

(20)            any Restricted Payment to the Manager in respect of Employment Related Expenses;

 

provided that, at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

 

For purposes of determining compliance with this Section 4.07, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses (1) through (18) of this Section 4.07(b) or is entitled to be made pursuant to Section 4.07(a) hereof, the Issuer will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or portion thereof) between such clauses (1) through (18) and Section 4.07(a) hereof in a manner that otherwise complies with this Section 4.07; except that the Issuer may not reclassify any Restricted Payment as having been made under clause (18) of this Section 4.07(b) if originally made under any other clause of this Section 4.07(b) or under Section 4.07(a) hereof.

 

(c)            As of the Issue Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary”. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10), (11), or (18) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments”, and, if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Indenture.

 

Section 4.08         Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

 

(a)            The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

 

(i)            (A)           pay a dividend or make any other distribution to the Issuer or any Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

 

                (B)            pay any Indebtedness owed to the Issuer or any Guarantor;

 

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(ii)            make any loan or advance to the Issuer or any Guarantor; or

 

(iii)           sell, lease or transfer any of its properties or assets to the Issuer or any Guarantor.

 

(b)            The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

 

(1)            (contractual encumbrances or restrictions in effect on the Issue Date;

 

(2)            (i) this Indenture, (ii) the Notes and the guarantees thereof (iii) the Senior Credit Facilities (and the guarantees thereof and any collateral documents relating thereto), , and (iv) Hedging Obligations;

 

(3)            purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

 

(4)            applicable law or any applicable rule, regulation or order;

 

(5)            any agreement or other instrument of a Person acquired by or merged or consolidated with or into or wound up into the Issuer or any of its Restricted Subsidiaries, or of an Unrestricted Subsidiary that is designated as a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case, that is in existence at the time of such transaction (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, designated or assumed;

 

(6)            any contract or agreement for the sale of assets, including any customary restriction with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

 

(7)            secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

 

(8)            restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

 

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(9)             other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.09 hereof and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness, Disqualified Stock, or Preferred Stock are not materially more restrictive, taken as a whole, as determined by the Issuer in good faith, than the provisions contained in the Senior Credit Facilities as in effect on the Issue Date or (B) any such encumbrance or restriction contained in such Indebtedness, Disqualified Stock or Preferred Stock will not materially affect the Issuer’s ability to make principal or interest payments on the Notes when due;

 

(10)            customary provisions in any operating agreement, joint venture agreement, asset sale agreement or other similar agreement, or other similar arrangements;

 

(11)            customary provisions contained in leases, sub-leases, licenses, sub-licenses, or similar agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;

 

(12)            any encumbrance or restriction of the type referred to in clauses (1), (2), and (3) of Section 4.08(a) hereof imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, or refinancing of any of the contracts, instruments, or obligations referred to in clauses (1) through (11) and (13) through (15) of this Section 4.08(b); provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, or refinancing is, in the good-faith judgment of the Issuer, not materially more restrictive taken as a whole with respect to such dividend and other payment restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

 

(13)            restrictions created in connection with any Qualified Securitization Facility that, in the good-faith determination of the Issuer, are necessary or advisable to effect such Qualified Securitization Facility;

 

(14)            restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale, or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder, or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and

 

(15)            restrictions contained in agreements (other than Indebtedness) arising in the ordinary course of business; provided that such restrictions do not prohibit (except upon an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Issuer in good faith, to make principal or interest payments on the Notes when due.

 

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Section 4.09         Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

 

(a)            The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness), and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 (the “Fixed Charge Coverage Test”), determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

 

(b)            The provisions of Section 4.09(a) hereof shall not apply to:

 

(1)            the incurrence of (A) Indebtedness under Credit Facilities by the Issuer or any Guarantor and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided that, immediately after giving effect to any such incurrence or issuance, the then-outstanding aggregate principal amount of all Indebtedness incurred or issued under this clause (1) (including, for avoidance of doubt, clause (B) of this clause (1)) does not exceed the sum of (a) the greater of $520.7 million and 100% of EBITDA, plus (b) $1,300.0 million, plus (c) the maximum amount of Indebtedness such that, after giving pro forma effect to such incurrence (in a manner consistent with the calculation of the Fixed Charge Coverage Ratio), the Consolidated Secured Debt Ratio of the Issuer does not exceed 3.00 to 1.00 (provided that, for purposes of determining the amount of Indebtedness that may be incurred pursuant to this subclause (c), all Indebtedness incurred pursuant to this clause (1) (including, for avoidance of doubt, clause (B) of this clause (1)) shall be deemed to be secured by a Lien on property of the Issuer and its Restricted Subsidiaries) and (B) Indebtedness under Credit Facilities by the Issuer or any Guarantor that serves to extend, replace, refund, refinance, renew, or defease any Indebtedness originally incurred pursuant to clause (A) of this clause (1), including additional Indebtedness incurred or issued to pay premiums (including tender premiums), defeasance costs, and accrued interest, fees, and expenses in connection with such extension, replacement, refunding, refinancing, renewal or defeasance;

 

(2)            the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes);

 

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(3)            Indebtedness of the Issuer and its Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

 

(4)            Indebtedness of the Issuer or a Restricted Subsidiary incurred (either prior or within 270 days thereafter) for the making of expenditures for the improvement or repair, to the extent the improvements or repairs may be capitalized in accordance with GAAP, or additions, including by way of acquisitions of businesses and related assets, to the property and assets of the Issuer and its Restricted Subsidiaries, or incurred by assumption in connection with additions, including additions by way of acquisitions or capital contributions of businesses and related assets, to the property and assets of the Issuer and its Restricted Subsidiaries; provided that the aggregate principal amount of this Indebtedness outstanding at any time under this clause (4) may not exceed $20.0 million,

 

(5)            Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries with respect to letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including letters of credit in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

 

(6)            Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets, or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

 

(7)            Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided  further that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosed thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

 

(8)            Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that, if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of such Guarantor; provided  further that any subsequent transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosed thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

 

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(9)              shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary or any pledge of such Preferred Stock constituting a Permitted Lien (but not foreclosed thereon)) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

 

(10)            Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

 

(11)            obligations in respect of self-insurance and obligations in respect of performance, bid, appeal, and surety bonds and performance and completion guarantees and similar obligations provided by the Issuer or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees, or similar instruments related thereto, in each case, in the ordinary course of business or consistent with past practice or industry practices;

 

(12)            (a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock, or Preferred Stock of any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by the Issuer after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Excluded Contributions or Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(B) and (3)(C) of Section 4.07(a) hereof; provided, however, that (i) any such net cash proceeds received or cash contributed shall not increase the amount available for making Restricted Payments to the extent any Indebtedness, Disqualified Stock or Preferred Stock is issued or incurred in reliance on this clause (12)(a) and (ii) any such net cash proceeds received or cash contributed that are applied to make any Restricted Payments shall be excluded for purposes of incurring or issuing Indebtedness, Disqualified Stock or Preferred Stock pursuant to this clause (12)(a); and (b) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock, and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), together with any Refinancing Indebtedness in respect thereof then outstanding and incurred pursuant to clause (13) below, does not at any time outstanding exceed the greater of $260.5 million and 50% of EBITDA;

 

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(13)           the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or the issuance of Disqualified Stock or the issuance by any Restricted Subsidiary of Preferred Stock which serves to extend, replace, refund, refinance, renew, or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under Section 4.09(a) hereof and clauses (2), (3), (4), and (12) of this Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance, renew, or defease such Indebtedness, Disqualified Stock, or Preferred Stock including additional Indebtedness, Disqualified Stock, or Preferred Stock incurred or issued to pay premiums (including tender premiums), defeasance costs and accrued interest, fees, and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided that such Refinancing Indebtedness:

 

(A)           has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed, or defeased,

 

(B)           to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee thereof at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed, or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

 

(C)           shall not include:

 

(i)             Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

 

(ii)            Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

 

(iii)           Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock, or Preferred Stock of an Unrestricted Subsidiary; and provided further that subclause (A) of this clause (13) shall not apply to any extension, replacement, refunding, refinancing, renewal, or defeasance of Indebtedness that matures prior to the Notes;

 

(14)         (x) Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock, or Preferred Stock of a Restricted Subsidiary incurred or issued to finance an acquisition (or other purchase of assets), merger, or consolidation or (y) Indebtedness, Disqualified Stock, or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with or into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that, after giving effect to such acquisition, merger, or consolidation, either

 

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(A)            the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or

 

(B)             the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, or consolidation;

 

(15)            Indebtedness (a) arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument drawn against insufficient funds in the ordinary course of business (provided that such Indebtedness is extinguished within 30 Business Days of its incurrence) and (b) in respect of Bank Products;

 

(16)            Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to any Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

 

(17)            (A)         any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

 

   (B)         any guarantee by a Restricted Subsidiary of Indebtedness or other obligations of the Issuer so long as the incurrence of such Indebtedness incurred by the Issuer is permitted under the terms of this Indenture;

 

(18)            (a) Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to future, present, or former officers, directors, employees, members of management and consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner, or former domestic partner of any of the foregoing), in each case, to finance the purchase, or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (4) of Section 4.07(b) hereof and (b) Indebtedness representing deferred compensation to employees or directors of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies in the ordinary course of business;

 

(19)            to the extent constituting Indebtedness, customer deposits and advance payments received in the ordinary course of business from customers for goods purchased or services rendered in the ordinary course of business;

 

(20)            Indebtedness owed on a short-term basis of no longer than 30 days to any bank or other financial institution incurred in the ordinary course of business with such bank or financial institution, which arises in connection with ordinary banking arrangements to manage cash balances of the Issuer or any of its Restricted Subsidiaries;

 

(21)            Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred, or undertaken in the ordinary course of business on arm’s length, commercial terms on a recourse basis;

 

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(22)            Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business;

 

(23)            guarantees incurred in the ordinary course of business in respect of obligations of (or to) suppliers, vendors, distributors, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates;

 

(24)            to the extent constituting Indebtedness, obligations of the Issuer or a Restricted Subsidiary as seller or servicer under a Securitization Facility and any guarantee by the Issuer or any Restricted Subsidiary of such Indebtedness; and

 

(25)            Indebtedness incurred or Disqualified Stock issued by the Issuer or Indebtedness, Disqualified Stock or Preferred Stock incurred or issued by a Restricted Subsidiary, in each case, to the extent that the net proceeds thereof are promptly deposited to defease, redeem, or satisfy, and discharge the Notes in accordance with this Indenture.

 

(c)            For purposes of determining compliance with this Section 4.09:

 

(1)            in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock, or Preferred Stock described in clauses (1) through (25) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, may divide and/or classify, or at any later time re-divide and/or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.09; provided that all Indebtedness outstanding (or deemed outstanding) under the Senior Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof and shall not be reclassified;

 

(2)            the Issuer will be entitled to divide and/or classify, or at any later time re-divide and/or reclassify, any item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof without giving pro forma effect to the Indebtedness, Disqualified Stock, or Preferred Stock (or any portion thereof) incurred pursuant to Section 4.09(b) when calculating the amount of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) that may be incurred pursuant to Section 4.09(a);

 

(3)            any guarantee of, or obligation in respect of any letter of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.09; and

 

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(4)            in connection with the incurrence or issuance, as applicable, of (x) revolving loan Indebtedness under this Section 4.09 or (y) any commitment relating to the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock under this Section 4.09 and the granting of any Lien to secure such Indebtedness, the Issuer or applicable Restricted Subsidiary may designate such incurrence or issuance and the granting of any Lien therefor as having occurred on the date of first incurrence of such revolving loan Indebtedness or commitment (such date, the “Deemed Date”), and any related subsequent actual incurrence or issuance and granting of such Lien therefor will be deemed for all purposes under this Indenture to have been incurred or issued and granted on such Deemed Date, including for purposes of calculating the Fixed Charge Coverage Ratio, usage of any baskets under this Indenture (if applicable), the Consolidated Secured Debt Ratio, the Consolidated Total Debt Ratio and EBITDA (and all such calculations on and after the Deemed Date until the termination or funding of such commitment shall be made on a pro forma basis giving effect to the deemed incurrence or issuance, the granting of any Lien therefor and related transactions in connection therewith).

 

(d)            Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock, or Preferred Stock, as the case may be, of the same class, and accretion or amortization of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, will each not be deemed to be an incurrence or issuance of Indebtedness, Disqualified Stock, or Preferred Stock, as the case may be, for purposes of this Section 4.09.

 

(e)            For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or incurred, in the case of revolving credit debt (whichever yields the lower U.S. dollar equivalent); provided that, if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (x) the principal amount of such Indebtedness being refinanced plus (y) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees, or similar fees) incurred in connection with such refinancing.

 

(f)             The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

 

(g)            For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

 

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Section 4.10           Asset Sales.

 

(a)            The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate, directly or indirectly, an Asset Sale, unless:

 

(1)            the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

 

(2)            except in the case of a Permitted Asset Swap, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

 

(A)            any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are extinguished in connection with the transactions relating to such Asset Sale, or that are assumed by the transferee (or any third party on behalf of such transferee) of any such assets or Equity Interests, in each case, pursuant to a written agreement that releases the Issuer or such Restricted Subsidiary from such liabilities,

 

(B)            any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into Cash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale, and

 

(C)            any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at the time outstanding, not to exceed the greater of $104.2 million and 20% of EBITDA at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

 

shall, in each case, be deemed to be Cash Equivalents for purposes of this Section 4.10 and for no other purpose.

 

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(b)            Within 540 days after the receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale,

 

(1)            to reduce:

 

(A)           Obligations under Indebtedness of the Issuer or any Guarantor that is secured by a Lien (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto);

 

(B)            Obligations under the Notes and/or other debt that is pari passu with the Notes in right of payment (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); provided that if the Issuer or any Guarantor shall so reduce Obligations under such Indebtedness, and if such reduction did not consist of a reduction in Obligations under the Notes on an equal and ratable basis (or an offer to repurchase the Notes on an equal and ratable basis in accordance with Section 4.10(c) hereof), then the Issuer shall equally and ratably reduce Obligations under the Notes by (i) redeeming the Notes as provided under Section 3.07 hereof, (ii) purchasing the Notes through open-market purchases or (iii) making an offer to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, which offer shall be made in accordance with Section 4.10(c) hereof (including the provisions requiring an offer to be made to holders of other debt that is pari passu with the Notes in right of payment); or

 

(C)            Indebtedness of a Restricted Subsidiary that is not a Guarantor (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and permanently reduce commitments with respect thereto);

 

(2)            to reinvest in similar assets or in Royalty Assets (including any such assets that are acquired in accordance with the terms of the Indenture); provided that the Issuer may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior to the receipt of the applicable proceeds from the Asset Sale as having been reinvested in accordance with the provisions of this clause (2), but only to the extent such deemed expenditure shall have been made no earlier than the earlier of the execution of a definitive agreement with respect to such Asset Sale or the consummation of the applicable Asset Sale; or

 

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(3)            any combination of the foregoing;

 

provided that, in the case of clause (2) above, a binding commitment entered into within 540 days after the Asset Sale shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or such Restricted Subsidiary enters into such commitment with the good-faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided  further that, if any Second Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied, then such Net Cash Proceeds shall constitute Excess Proceeds.

 

Notwithstanding the foregoing, to the extent that (i) any of or all the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (a “Foreign Disposition”) is prohibited or delayed by applicable local law from being repatriated to the United States or (ii) the Issuer, in its sole discretion, has determined in good faith that repatriation of any of or all of the Net Cash Proceeds of any Foreign Disposition would result in material adverse tax consequences, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 4.10; provided that, within 540 days of the receipt of the Net Cash Proceeds of any Foreign Disposition, the Issuer shall use commercially reasonable efforts to permit repatriation of such proceeds that would otherwise be subject to this Section 4.10 without violating applicable local law or incurring material adverse tax consequences, and, if such proceeds may be repatriated, within such 540 day period, such proceeds shall be applied in compliance with this Section 4.10.

 

(c)            Any Net Cash Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof (it being understood that any portion of such net proceeds used to make an offer to purchase Notes, as described in Section 4.10(b)(1) hereof, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an offer (an “Asset Sale Offer”) to all Holders of the Notes and, if required by the terms of any other debt that is pari passu with the Notes in right of payment, to the holders of such other debt that is pari passu with the Notes in right of payment, to purchase the maximum aggregate principal amount of the Notes and such other debt that is pari passu with the Notes in right of payment that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or in the event such other debt that is pari passu with the Notes in right of payment was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreements governing any such debt that is pari passu with the Notes in right of payment. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $10.0 million by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee and Paying Agent. The Issuer may satisfy the foregoing obligations with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to the expiration of the relevant 540 days (or such longer period provided above) or with respect to Excess Proceeds of $10.0 million or less.

 

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To the extent that the aggregate amount of Notes and, if applicable, other debt that is pari passu with the Notes in right of payment, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds (“Declined Proceeds”) for any purpose not otherwise prohibited under this Indenture. If the aggregate principal amount of Notes and, if applicable, debt that is pari passu with the Notes in right of payment surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and such debt that is pari passu with the Notes in right of payment to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such debt that is pari passu with the Notes in right of payment tendered with adjustments as necessary so that no Notes or such debt that is pari passu with the Notes in right of payment will be purchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Upon consummation or expiration of any Asset Sale Offer, any remaining Net Cash Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Cash Proceeds for any purpose not otherwise prohibited under this Indenture. An Asset Sale Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes or the Guarantees (but the Asset Sale Offer may not condition tenders on the delivery of such consents).

 

(d)            Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, the holder of such Net Cash Proceeds may apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture.

 

(e)            The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations described in this Indenture by virtue thereof.

 

Section 4.11           Transactions with Affiliates. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless:

 

(1)            such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

 

(2)            the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $35.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

 

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(b)            The provisions of Section 4.11(a) will not apply to the following:

 

(1)            transactions between or among the Issuer or any of its Restricted Subsidiaries;

 

(2)            Restricted Payments permitted by Section 4.07 hereof (including any payments that are exceptions to the definition of Restricted Payments set forth in clauses (I) through (IV) of Section 4.07(a)) and the definition of “Permitted Investments”;

 

(3)            the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, current or former officers, directors, employees, members of management or consultants of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies;

 

(4)            transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter addressed to the Issuer or any of its direct or indirect parent companies or the Board of Directors of the Issuer or any of its direct or indirect parent companies, from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

 

(5)            any agreement or arrangement as in effect as of the Issue Date, and any transaction pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or replacement thereof (so long as any such amendment, modification, supplement or replacement is not disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement or arrangement as in effect on the Issue Date as reasonably determined by the Issuer in good faith);

 

(6)            (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) payments to or from, and transactions with, any joint venture partner or joint venture or Unrestricted Subsidiaries entered into in the ordinary course of business or consistent with past practice;

 

(7)            the sale or issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any director, officer, employee or consultant of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies;

 

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(8)            sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility;

 

(9)            (a) loans or advances or guarantees in respect thereof (or cancellation of loans, advances or guarantees) to any future, present, or former director, officer, employee, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner, or former domestic partner of any of the foregoing) of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies or otherwise made on behalf of the Issuer or any of its Restricted Subsidiaries that are, in each case, approved by the Issuer in good faith, and (b) payments to, and transactions with, any future, present, or former director, officer, employee, member of management or consultant of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that is, in each case, approved by the Issuer in good faith; and any employment agreement, stock option plan and other compensatory arrangement (and any successor plan thereto) and any supplemental executive retirement benefit plan or arrangement with any such director, officer, employee, member of management, or consultant that is, in each case, approved by the Issuer in good faith;

 

(10)          payments by the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any such direct or indirect parent company of the Issuer) and its Subsidiaries;

 

(11)          any guarantee by any direct or indirect parent company of the Issuer of Indebtedness of the Issuer or any Guarantor that was permitted by this Indenture;

 

(12)          any transaction with a Person that would constitute an Affiliate Transaction solely because the Issuer or any of its Restricted Subsidiaries directly or indirectly owns an Equity Interest in or otherwise controls such Person;

 

(13)          any lease entered into in the ordinary course of business between the Issuer or any Restricted Subsidiary, on the one hand, and any Affiliate of the Issuer, on the other hand, which is approved by the Issuer in good faith;

 

(14)          intellectual property licenses in the ordinary course of business;

 

(15)          any contribution to the Capital Stock of the Issuer;

 

(16)          transactions between the Issuer or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer or any Restricted Subsidiary solely because a director of such Person, any of its Subsidiaries or any direct or indirect parent company of such Person is also a director of the Issuer, any of its Subsidiaries, or any direct or direct parent company of the Issuer; provided that, such director abstains from voting as a director of the Issuer, such Restricted Subsidiary, or such parent company of the Issuer, as the case may be, on any such transaction;

 

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(17)          transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies, so long as such transaction is with all holders of such class (and there are non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such Indebtedness or Equity Interests generally;

 

(18)          pledges of Equity Interests of any Unrestricted Subsidiary;

 

(19)          the Reorganization Transactions, all transactions in connection therewith, including the financing thereof, the entry into and performance of all related agreements and the payment of all expenses related thereto.

 

Section 4.12           Liens. The Issuer shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, create, incur or assume any Lien that secures obligations under any Indebtedness or any related guarantee of Indebtedness, on any asset, property or right of the Issuer or any Subsidiary Guarantor, unless either (a) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or (b) in the case of Liens securing Indebtedness other than Subordinated Indebtedness, the Notes and related Guarantees are equally and ratably secured, except that nothing in this paragraph shall apply to or restrict Permitted Liens.

 

Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding paragraph shall provide by its terms that such Lien shall be deemed automatically and unconditionally released and discharged upon (a) the release by the holders of the Indebtedness described in the preceding paragraph of their Lien on the property or assets of the Issuer or any Subsidiary Guarantor (including any deemed release upon payment in full of all obligations under such Indebtedness (except upon foreclosure or default of such Indebtedness)), (b) any sale, exchange or transfer to any Person other than the Issuer or any Guarantor of the property or assets secured by such Lien, or of all of the Capital Stock held by the Issuer or any Guarantor in, or all or substantially all the assets of, any Subsidiary Guarantor creating such Lien, in each case, in accordance with the terms of this Indenture, (c) payment in full of the principal of, and accrued and unpaid interest, if any, on the Notes, or (d) a defeasance or discharge of the Notes in accordance with Article VIII or Article XI hereof.

 

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, amortization of original issue discount, the payment of interest in the form of additional Indebtedness, accretion or amortization of original issue discount of liquidation preference, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

 

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For purposes of determining compliance with this Section 4.12, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens but may be incurred under any combination of such categories (including in part under one such category and in part under any one or more of such other such categories) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories, the Issuer, in its sole discretion, may divide and/or classify, or at any later time re-divide and/or reclassify, such Lien (or any portion thereof) in any manner that complies with this Section 4.12 and the definition of “Permitted Liens.”

 

Section 4.13           [Reserved].

 

Section 4.14           Offer to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (a “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its rights to redeem all the outstanding Notes pursuant to Section 3.07 hereof, the Issuer shall send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and Paying Agent, to each Holder at the address of such Holder appearing in the Note Register or otherwise in accordance with the Applicable Procedures with the following information:

 

(1)            that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

 

(2)            the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with clause (c) of this Section 4.14;

 

(3)            that any Note not properly tendered will remain outstanding and continue to accrue interest;

 

(4)            that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

 

(5)            that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

 

(6)            that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the fourth Business Day prior to the Change of Control Payment Date, an electronic transmission, or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

 

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(7)            that Holders (other than Holders of a Global Note) whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of any Note must be equal to at least $2,000 or any integral multiple of $1,000 in excess thereof;

 

(8)            if such notice is sent prior to the occurrence of a Change of Control, a statement that the Change of Control Offer is conditional on the occurrence of such Change of Control and, if applicable, a statement that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall have occurred, or that such purchase may not occur and such notice may be rescinded in the event the Change of Control shall not have occurred by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and

 

(9)            the other instructions, as determined by the Issuer, consistent with this Section 4.14 described hereunder, that a Holder must follow.

 

The notice, if delivered electronically, mailed or caused to be mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice as provided herein or any defect in the notice to the Holder of any Note designated for purchase shall not affect the validity of the proceedings for the purchase of any other Note.

 

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations under this Indenture by virtue thereof.

 

(b)            On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,

 

(1)            accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

 

(2)            have deposited with the Paying Agent by 11:00 a.m. (New York Time) an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

 

(3)            deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

 

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(c)            The Issuer shall not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) in connection with or in contemplation of any such Change of Control, the Issuer (or any Affiliate thereof) has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. Additionally, the Issuer will not be required to make a Change of Control Offer if the Issuer has previously issued a notice of redemption for all of the Notes pursuant to Section 3.07 hereof. Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer or Alternate Offer, and the Change of Control Payment Date may be extended automatically until such Change of Control occurs. A Change of Control Offer or Alternate Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).

 

(d)            Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

 

Section 4.15         Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any Restricted Subsidiary, other than a Guarantor, to guarantee the payment of any Indebtedness under the Senior Credit Facilities unless such Restricted Subsidiary within 45 days of such guarantee executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary.

 

The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. In addition, the Issuer may elect, in its sole discretion, to cause any direct or indirect parent company of the Issuer to guarantee the Notes, and, for the avoidance of doubt, any direct or indirect parent company of the Issuer that may guarantee the Notes in the future shall not be subject to any of the covenants or restrictions of this Indenture. Any guarantee of the Notes provided by any direct or indirect parent company of the Issuer may be released at any time in the Issuer’s sole discretion.

 

Section 4.16         Suspension of Covenants.

 

(a)            If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from any two of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day (the “Suspension Date”) and continuing until the Reversion Date, hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.15 hereof and clause (4) of Section 5.01(a) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”).

 

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(b)            During any period that the Suspended Covenants have been suspended, the Issuer may not designate any of their Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.”

 

(c)            In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes do not carry an Investment Grade Rating from at least one Rating Agency, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to events occurring on or after the Reversion Date unless and until there shall be a new Suspension Date. The period between a Suspension Date and a Reversion Date is referred to in this Section 4.16 as a “Suspension Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset to zero.

 

(d)            During any Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.12 hereof (including Permitted Liens) and any Permitted Liens that refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for Section 4.12 hereof).

 

Notwithstanding the foregoing, in the event of any reinstatement of the Suspended Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3); (3) all Liens incurred during the Suspension Period will be classified to have been incurred under clause (7) of the definition of “Permitted Liens”; (4) any Affiliate Transaction entered into after such reinstatement pursuant to all agreements and arrangements entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(5) hereof; (5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 4.08(b)(1) hereof; and (6) no Subsidiary of the Issuer shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period.

 

In addition, for purposes of clause (3) of Section 4.07(a) hereof, all events set forth in such clause (3) occurring during a Suspension Period shall be disregarded for purposes of determining the amount of Restricted Payments the Issuer or any Restricted Subsidiary is permitted to make pursuant to such clause (3).

 

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On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period.

 

(e)            The Issuer shall notify the Trustee of the occurrence of any Covenant Suspension Event and any Reversion Date; provided that such notification shall not be a condition for the suspension of the Suspended Covenants to be effective; provided further that the Trustee shall be under no obligation to monitor the ratings of the Notes, determine or verify the Issuer’s determination of the occurrence of any Covenant Suspension Event or Reversion Date or inform Holders of any of the foregoing.

 

Section 4.17         [Reserved.]

 

Section 4.18         Activities Prior to Escrow Release. Prior to the IPO Closing Date, the Issuer shall not:

 

(a)            conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its existence or incidental to its issuance of the Notes and the performance of its obligations under the Notes, this Indenture, the Escrow Agreement, any purchase agreement relating to the offering of the Notes (or joinder thereto) or the Reorganization Transactions, as applicable;

 

(b)            establish any Subsidiaries other than pursuant to the Reorganization Transactions;

 

(c)            incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations (other than Indebtedness, liabilities or financial obligations (i) relating to the Notes issued on the Issue Date, this Indenture, the Escrow Agreement or any purchase agreement relating to the offering, (ii) the Senior Credit Facilities, or (iii) incidental to the Issuer’s existence or otherwise relating to acting as the Issuer of the Notes; or

 

(d)            own, lease, manage or otherwise operate any properties or assets (including cash and cash equivalents) other than the Escrowed Property, its rights under this Indenture, the Escrow Agreement or any purchase agreement relating to the offering, or other properties or assets that are incidental to the Issuer’s existence or the incidental to activities described in clauses (a), (b) and (c) above or de minimis in amount.

 

For the avoidance of doubt, this Section 4.18 (other than this sentence) shall no longer apply once the IPO Closing Date has occurred.

 

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Article V
SUCCESSORS

 

Section 5.01           Merger, Consolidation or Sale of All or Substantially All Assets.

 

(a)           The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey, consummate a Division as the Dividing Person or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

 

(1)           (a) in the case of a Division where the Issuer is the Dividing Person, either (x) all Division Successors shall become co-Issuer of the Notes (this clause (x), a “Permitted Co-Issuer Division”) or (y) the Division, as to any Division Successor that will not be a co-issuer, is permitted by Section 4.10 hereof and (b) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, merger, Division or wind-up (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof(such Person, as the case may be, being herein called the “Successor Company”);

 

(2)           the Successor Company, if other than the Issuer expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments;

 

(3)           immediately after such transaction, no Default or Event of Default exists;

 

(4)           only in the case of the Issuer, immediately after giving pro forma effect to such transaction and any related financing or debt reduction transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

 

(A)          the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or

 

(B)          the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction;

 

(5)           each Subsidiary Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

 

(6)           the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, wind up, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indentures, if any, comply with this Indenture; provided that the Trustee shall be under no obligation to inform Holders of the occurrence of any such consolidation, merger, wind-up, sale, assignment, transfer, lease, conveyance or other disposition.

 

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(b)           The Successor Company, if not the Issuer will succeed to, and be substituted for, the Issuer under this Indenture and the Notes and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes.

 

Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

 

(1)            any Restricted Subsidiary may consolidate or merge with or into or wind up into or transfer all or part of its properties and assets to the Issuer or any Subsidiary Guarantor, and

 

(2)            the Issuer may merge with an Affiliate thereof solely for the purpose of reorganizing the Issuer in another state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not materially increased thereby.

 

(c)            Subject to Section 10.06 hereof, on and following the Issue Date, no Subsidiary Guarantor will, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey, consummate a Division as the Dividing Person, or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

 

(1)            (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger, Division, or wind-up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof(such Person being herein called the “Successor Person”);

 

(B)          the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments;

 

(C)          immediately after such transaction, no Default or Event of Default exists; and

 

(D)          the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, wind up, sale, assignment, transfer, lease, conveyance, Division, or other disposition and such supplemental indentures, if any, comply with this Indenture; or

 

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(2)            the transaction is made in compliance with Section 4.10 hereof.

 

(d)           Subject to Section 10.06 hereof, the Successor Person will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee and in such event such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and its Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (1) consolidate or merge with or into or wind up into, or transfer all or part of its properties and assets, including by means of a Division, to the Issuer or any Subsidiary Guarantor, (2) merge with an Affiliate of the Issuer solely for the purpose of reorganizing such Subsidiary Guarantor in another jurisdiction so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby and so long as the surviving entity (if not the Subsidiary Guarantor) assumes all of the Subsidiary Guarantor’s obligations under its Guarantee in connection with such reorganization, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or (4) liquidate or dissolve or change its legal form if the Issuer determines in good faith that such action is in the best interests of the Issuer and is not materially disadvantageous to the Holders, in each case, without regard to the requirements set forth in Section 5.01(c) hereof.

 

(e)           Notwithstanding anything herein to the contrary, this Section 5.01 shall not apply to any consolidation, merger or winding up or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Restricted Subsidiaries.

 

(f)            Notwithstanding anything in this Section 5.01, any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in an Asset Sale permitted by Section 4.10 hereof.

 

Section 5.02           Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer or such Subsidiary Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person and not to such the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, premium, if any, and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof.

 

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Article VI
DEFAULTS AND REMEDIES

 

Section 6.01            Events of Default. An “Event of Default” means any one of the following events:

 

(1)            default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

 

(2)            default for 30 days or more in the payment when due of interest on or with respect to the Notes;

 

(3)            failure by the Issuer or any Guarantor for 60 days after receipt of written notice of such failure given by the Trustee or the Holders of not less than 30% in principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements contained in this Indenture or the Notes (other than a default referred to in clauses (1) and (2) above);

 

(4)            default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary) or the payment of which is guaranteed by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

 

(A)           such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

 

(B)           the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any time outstanding;

 

(5)            failure by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $100.0 million (net of any amounts which are covered by independent third-party insurance), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

 

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(6)            either Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), pursuant to or within the meaning of any Bankruptcy Law:

 

(i)           commences proceedings to be adjudicated bankrupt or insolvent;

 

(ii)          consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

 

(iii)         consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

 

(iv)         makes a general assignment for the benefit of its creditors; or

 

(v)          generally is not paying its debts as they become due;

 

(7)            a court of competent jurisdiction enters an order or decree under any Bankruptcy Law:

 

(i)           for relief against either Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) in an involuntary case;

 

(ii)          that appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), or for all or substantially all of the property of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary); or

 

(iii)         that orders the liquidation of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary);

 

and the order or decree remains unstayed and in effect for 60 consecutive days;

 

(8)            the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

 

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Section 6.02          Acceleration. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then-outstanding Notes by written notice to the Issuer (with a copy to the Trustee if given by the Holders) may declare the principal, premium, if any, interest, and any other monetary obligations on all the then-outstanding Notes to be due and payable immediately; provided that, so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

 

(1)            acceleration of any such Indebtedness under the Senior Credit Facilities; or

 

(2)            five Business Days after the giving of written notice of such acceleration by the Trustee or any Holder to the Issuer and the administrative agent with respect to the Senior Credit Facilities.

 

Upon the effectiveness of any declaration of acceleration, the principal and interest on the Notes shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the interests of the Holders of the Notes.

 

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

 

In the event of any Event of Default specified in clause (4) of Section 6.01 hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived, and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

 

(1)            the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

 

(2)            the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

 

(3)            the default that is the basis for such Event of Default has been cured.

 

Section 6.03          Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.

 

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Section 6.04          Waiver of Past Defaults. Holders of a majority in aggregate principal amount of the then-outstanding Notes by written notice to the Trustee (with a copy to the Issuer; provided that any waiver or rescission under this Section 6.04 shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture (except a continuing Default in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

 

Section 6.05          Control by Majority. Holders of a majority in principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability (it being understood that the Trustee does not have an affirmative duty to determine whether any such actions are prejudicial to any Holders).

 

Section 6.06          Limitation on Suits. Subject to Section 6.07 hereof, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

 

(1)          such Holder has previously given the Trustee written notice that an Event of Default is continuing;

 

(2)          Holders of at least 30% in principal amount of the then-outstanding Notes have requested the Trustee to pursue the remedy;

 

(3)          such Holder has offered, and if requested, provided the Trustee indemnity, security, and/or prefunding reasonably satisfactory to the Trustee against any loss, liability or expense;

 

(4)          the Trustee has not complied with such request within 60 days after the receipt thereof and the offer or provision of security or indemnity; and

 

(5)          Holders of a majority in principal amount of the then-outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

 

Notwithstanding anything in this Indenture to the contrary, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration with respect to the Notes may not be given by the Trustee or the Holders of the Notes (or any other action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders of the Notes, more than two years prior to such notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action).

 

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Any notice of any continuing Default or Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or Event of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder of Notes delivered to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC, or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default or Event of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the noteholder is DTC, or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC, or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee.

 

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and nonappealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such noteholder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such noteholder, the percentage of Notes held by the remaining noteholders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity or security such Directing Holder may have offered the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

 

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Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, any noteholder or any other Person in acting in good faith on a Noteholder Direction. A Position Representation may be substantially in the form of Exhibit E hereto with such other changes and information as reasonably requested by the Issuer and the Trustee, if applicable.

 

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any action is unduly prejudicial to such Holders).

 

Section 6.07          Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of, premium, if any, and interest on the Note, on or after the respective due dates expressed or provided for in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the avoidance of doubt, no amendment to, deletion of, or waiver with respect to any of the covenants or provisions of Article III or Article IV hereof shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes (provided such amendment, deletion or waiver is made or given in accordance with Article IX hereof).

 

Section 6.08          Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

 

Section 6.09          Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

 

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Section 6.10           Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

 

Section 6.11           Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

 

Section 6.12           Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

 

Section 6.13           Priorities. If the Trustee or any Agent collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

 

(i)             to the Trustee or any Agent (other than the Issuer or its Subsidiaries), their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the costs and expenses of collection;

 

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(ii)            to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

 

(iii)           to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

 

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

 

Section 6.14           Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then-outstanding Notes.

 

Article VII
TRUSTEE

 

Section 7.01           Duties of Trustee.

 

(a)           If an Event of Default has occurred and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

 

(b)            Except during the continuance of an Event of Default actually known to a Responsible Officer of the Trustee:

 

(i)            the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

 

(ii)            in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

 

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(c)           The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

 

(i)             this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

 

(ii)            the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

 

(iii)           the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Article VI hereof.

 

(d)           Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01 and Section 7.02(f) hereof.

 

(e)           The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered, and if requested, provided to the Trustee indemnity, security and/or prefunding, satisfactory to the Trustee, against any loss, liability, claim, or expense.

 

(f)            Neither the Trustee nor the Paying Agent shall be liable for interest on any money received by it except as the Trustee or Paying Agent may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

 

Section 7.02           Rights of Trustee.

 

(a)           The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and the Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

 

(b)           Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuer or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

 

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(c)           The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

 

(d)           The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

 

(e)           Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of the Issuer.

 

(f)            None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

 

(g)           The Trustee shall not be deemed to have notice of any matter (including any Default or Event of Default) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office of the Trustee from an Issuer or any other obligor on the Notes, or from any Holder, and such notice references the Notes and this Indenture.

 

(h)           In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

(i)            The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent (other than the Issuer or any Subsidiary acting as Agent), custodian and other Person employed to act hereunder.

 

(j)            The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

 

(k)           The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or a duty to so.

 

(l)            The Trustee will not be liable to the Holders if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.

 

(m)          No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation.

 

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(n)          The Trustee may retain counsel at the expense of the Issuer to assist it in performing its duties under this Indenture. The Trustee may consult with such counsel, and the advice or opinion of such counsel relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

 

(o)          The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuer and the Agents, require that the Agents (other than to the extent the Issuer or a Subsidiary is acting as an agent) act as agents of, and take instructions exclusively from, the Trustee. Prior to receiving such written notice from the Trustee, the Agents shall be agents of the Issuer and need have no concern for the interests of the Holders.

 

(p)          The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or the Notes.

 

Section 7.03          Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 hereof.

 

Section 7.04          Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

 

Section 7.05          Notice of Defaults. If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall electronically deliver or mail to Holders of Notes a notice of the Default within 90 days after it is known to a Responsible Officer of the Trustee, unless such Default shall have been waived or cured. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as it determines in good faith that withholding the notice is in the interests of the Holders of the Notes.

 

Section 7.06          May Hold Notes. The Trustee, any Agent, or any other agent of the Issuer or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Issuer with the same rights it would have if it were not the Trustee, Agent, or such other agent; provided, however, that, if it acquires any conflicting interest, it must eliminate such conflict within 90 days or resign.

 

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Section 7.07          Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. In the event of being requested by the Issuer to undertake duties which the Trustee reasonably determines to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee, or in the event the Trustee is obligated to take actions under Article VI hereof, the Issuer shall pay to the Trustee additional reasonable remuneration. The Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and expenses properly incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

 

The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer, any Guarantor or any other Person, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer or the Guarantors of their obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Neither the Issuer nor any Guarantor need reimburse any expense or indemnify against any loss, liability, claim, or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Neither the Issuer nor any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

 

The obligations of the Issuer and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

 

Notwithstanding the provisions of Section 4.12 hereof, to secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

 

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For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Section 7.07, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and by each agent (including the Agents), custodian and other Person employed to act hereunder.

 

Section 7.08         Replacement of Trustee or Agents. A resignation or removal of the Trustee or an Agent and appointment of a successor Trustee or successor Agent, as the case may be, shall become effective only upon the successor Trustee’s or successor Agent’s, as the case may be, acceptance of appointment as provided in this Section 7.08. The Trustee or an Agent may resign in writing at any time by so notifying the Issuer. The Holders of a majority in principal amount of the then-outstanding Notes may remove the Trustee or an Agent by so notifying the Trustee, such Agent and the Issuer, as the case may be, in writing. The Issuer may remove the Trustee and any Agent, as the case may be, if:

 

(A)           the Trustee fails to comply with Section 7.10 hereof;

 

(B)           the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

 

(C)           a custodian or public officer takes charge of the Trustee, an Agent or their respective property;

 

(D)           the Trustee or an Agent becomes incapable of acting; or

 

(E)           the Trustee is not in compliance with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

 

If the Trustee or an Agent resigns or is removed or if a vacancy exists in the office of the Trustee or an Agent for any reason, the Issuer shall promptly appoint a successor Trustee or Agent, as the case may be. Within one year after the successor Trustee or Agent, as the case may be, takes office, the Holders of a majority in principal amount of the then-outstanding Notes may appoint a successor Trustee or Agent, as the case may be, to replace the successor Trustee or Agent, as the case may be, appointed by the Issuer.

 

If a successor Trustee or Agent does not take office within 60 days after the retiring Trustee or Agent resigns or is removed, (i) the retiring Trustee or Agent, as the case may be, the Issuer or the Holders of at least 10% in principal amount of the then-outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee or Agent, at the expense of the Issuer or (ii) the retiring Trustee or Agent may appoint a successor Trustee or Agent, as the case may be, at any time prior to the date on which a successor Trustee or Agent, as the case may be, takes office; provided that such appointment shall be satisfactory to the Issuer.

 

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee, and the appointment of a successor Trustee.

 

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A successor Trustee or Agent shall deliver a written acceptance of its appointment to the retiring Trustee or Agent, as the case may be, and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee or Agent shall become effective, and the successor Trustee or Agent, as the case may be, shall have all the rights, powers and duties of the Trustee or Agent, as the case may be, under this Indenture. The successor Trustee or Agent shall electronically deliver or mail a notice of its succession to Holders. The retiring Trustee or Agent shall promptly transfer all property held by it as Trustee or Agent to the successor Trustee or Agent, as the case may be; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee or Agent pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee or Agent.

 

Section 7.09         Successor Trustee by Merger, etc. If the Trustee or an Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust, paying agent, transfer agent or registrar business, as the case may be, to, another corporation, the successor corporation without any further act shall be the successor Trustee or Agent, as the case may be.

 

Any entity into which the Trustee or an Agent for the time being may be merged or converted shall, on the date when such merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, be a successor Trustee or Agent, as the case may be, under this Indenture without the execution or filing of any paper or any further act on the part of any of the parties to this Indenture. After the effective date all references in this Indenture to that Trustee or Agent shall be deemed to be references to that entity.

 

Section 7.10         Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is an entity organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and which is recognized as a corporation which customarily performs such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the Offering Memorandum.

 

Article VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 

Section 8.01         Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance with the conditions set forth in this Article VIII.

 

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Section 8.02         Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) of this Section 8.02 (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all its other obligations under the Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer and upon receipt of the documents required by Sections 8.04 and 14.03 hereof, shall execute such instruments reasonably requested by the Issuer acknowledging the same) and to have cured all then-existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

 

(a)            the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

 

(b)            the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

 

(c)            the rights, powers, trusts, duties and immunities of the Trustee and the Agents, and the Issuer’s obligations in connection therewith; and

 

(d)            this Section 8.02.

 

Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

 

Section 8.03         Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 hereof, clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified in this Section 8.03, the remainder of this Indenture and such Notes and Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5), 6.01(6) (solely with respect to a Significant Subsidiary of the Issuer but not with respect to the Issuer), 6.01(7) (solely with respect to a Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(8) hereof shall not constitute Events of Default.

 

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Section 8.04           Conditions to Legal or Covenant Defeasance. The following shall be conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

 

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

 

(1)            the Issuer must irrevocably deposit with the Trustee or an agent of the Trustee, in trust, for the benefit of the Holders of the Notes, cash in United States dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, to pay the principal of, premium, if any, and interest due on the Notes to the stated maturity date or to the Redemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes and the Issuer must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee or an agent of the Trustee on or prior to the redemption date; provided further that any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption;

 

(2)            in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions,

 

(A)            the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

 

(B)            since the original issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

 

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(3)            in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

 

(4)            no Event of Default (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

 

(5)            such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

 

(6)            the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditor of the Issuer, any Guarantor or others; and

 

(7)            the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

 

Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of this Section 8.04 with respect to Legal Defeasance need not be delivered if all of the Notes theretofore delivered to the Registrar for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

 

Section 8.05            Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law.

 

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The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes and the related Guarantees.

 

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

 

Section 8.06           Repayment to Issuer. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or pursuant to applicable law or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the applicable Issuer as trustee thereof, shall thereupon cease.

 

Section 8.07           Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government Obligations in accordance with Section 8.05 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes and Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.04 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.05 hereof; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of the Notes to receive such payment from the money held by the Trustee or Paying Agent.

 

Article IX
AMENDMENT, SUPPLEMENT AND WAIVER

 

Section 9.01           Without Consent of Holders. Notwithstanding Sections 9.02 and 13.04 hereof, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee, the Escrow Agreement, if any, and the Notes without the consent of any Holder:

 

(1)            to cure any ambiguity, omission, mistake, defect or inconsistency;

 

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(2)            to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that such uncertificated notes are in “registered” form within the meaning of section 163 of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury regulations thereunder);

 

(3)            to comply with Section 5.01 hereof;

 

(4)            to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

 

(5)            to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect;

 

(6)            to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

 

(7)            to provide for the issuance of Additional Notes in accordance with the terms of this Indenture;

 

(8)            to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder pursuant to the requirements hereof;

 

(9)            to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

 

(10)          to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;

 

(11)          to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum;

 

(12)          to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of the Notes; provided that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

 

(13)          to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of Holders, as security for the payment and performance of all or any portion of the Notes, in any property or assets;

 

(14)          to provide for the succession of any parties to this Indenture (and other amendments that are administrative or ministerial in nature); or

 

(15)          to comply with the rules of any applicable securities depositary.

 

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Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 9.05 hereof (subject to the last sentence of Section 9.05 hereof), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

 

Section 9.02           With Consent of Holders. Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, the Guarantees and the Escrow Agreement, if any, with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes (including Additional Notes, if any) (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

 

Upon the request of the Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

 

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, waiver, or consent, but it shall be sufficient if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of, any of the covenants described under Article IV or Section 5.01 hereof shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes.

 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

 

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Notwithstanding the foregoing, without the consent of each Holder representing 90% in aggregate principal amount of the Notes then outstanding, no amendment, supplement or consent may:

 

(1)            reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

 

(2)            reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to (i) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and conditions to redemption and (ii) Section 4.10 and Section 4.14 hereof);

 

(3)            reduce the rate of or change the time for payment of interest on any Note;

 

(4)            waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

 

(5)            make any Note payable in money other than that stated therein;

 

(6)            make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

 

(7)            make any change in these amendment and waiver provisions;

 

(8)            impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

 

(9)            contractually subordinate the Notes to any other Indebtedness of the Issuer or any Guarantor; or

 

(10)          except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders.

 

Section 9.03           Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

 

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The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

 

Section 9.04           Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee or its Authenticating Agent shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

 

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

 

Section 9.05           Trustee to Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of such party. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 14.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement in the form of Exhibit D hereto adding a new Guarantor under this Indenture.

 

Section 9.06           Additional Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together on all matters (as to which any Notes may vote) as one class. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article IX.

 

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Article X
GUARANTEES

 

Section 10.01         Guarantee. The Issuer shall cause each Restricted Subsidiary of the Issuer that guarantees the Senior Credit Facilities to execute and deliver a supplemental indenture to this Indenture substantially in the form of Exhibit D hereto pursuant to which each such Restricted Subsidiary shall become a Guarantor. Subject to this Article X, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee or its Authenticating Agent and to the Trustee, the Agents and their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Guarantees, or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee, or any Agent hereunder or thereunder shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

 

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the obligations of the Issuer under this Indenture or under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture.

 

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, any Agent, or any Holder in enforcing any rights under this Section 10.01.

 

If any Holder, any Agent, or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, then any amount paid either to the Trustee, such Agent, or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

 

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

 

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Until released in accordance with Section 10.06 hereof, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

 

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future senior Indebtedness of such Guarantor.

 

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

 

Section 10.02         Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

 

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Section 10.03         Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers or other representatives.

 

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

 

If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee or its Authenticating Agent authenticates the Note, the Guarantee shall be valid nevertheless.

 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

 

If required by Section 4.15 hereof, the Issuer shall cause any Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent applicable.

 

Section 10.04         Subrogation. Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

 

Section 10.05         Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

 

Section 10.06         Release of Guarantees. A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

 

(1)             any sale, exchange, disposition, or transfer (by merger, consolidation, dividend, distribution, or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all the assets of such Guarantor, in each case, made in compliance with Section 4.10(a)(1) and Section 4.10(a)(2) hereof;

 

(2)             the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, except a discharge or release by, or as a result of, payment under such guarantee;

 

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(3)            the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary”;

 

(4)            upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets to the Issuer or another Guarantor; or

 

(5)            the exercise by the Issuer of the Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture.

 

The Issuer shall notify the Trustee in writing of the release, discharge or termination of a Guarantee in accordance with this Section 10.06; provided that no such notification shall be a condition for the release, discharge or termination of a Guarantee to be effective; provided further that the Trustee shall be under no obligation to inform Holders of the occurrence of the release, discharge or termination of a Guarantee. Upon any event or circumstance giving rise to a release of a Guarantee as specified above, the Trustee shall, at the sole cost and written request of the Issuer and upon receipt of the documents required by Section 14.03, without recourse, representation or warranty, execute any documents reasonably requested by the Issuer in order to evidence or effect such release.

 

Article XI
SATISFACTION AND DISCHARGE

 

Section 11.01         Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to the Notes (except for certain surviving rights of the Trustee and the Issuer’s obligations with respect thereto) when either:

 

(1)all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

 

(2)(A)    all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders, cash in United States dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided that, upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the redemption date; provided further that any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption;

 

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(B)            no Event of Default (other than that resulting from any borrowing of funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

 

(C)            the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

 

(D)            the Issuer has delivered irrevocable instructions to the Trustee or an agent of the Trustee to apply the deposited money toward the payment of the Notes at or prior to maturity or the Redemption Date, as the case may be.

 

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on an officer’s certificate as to matters of fact (including as to compliance with the foregoing subclauses (A), (B), (C) and (D) of clause (2) of this Section 11.01).

 

Notwithstanding the satisfaction and discharge of this Indenture, the provisions of Section 7.07 hereof shall survive and if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Sections 8.06 and 11.02 hereof shall survive.

 

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 11.01 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders.

 

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Section 11.02   Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

 

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that, if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

 

Article XII
[Reserved]

 

Article XIII
Escrow Arrangements

 

Section 13.01   Escrow Accounts. Pursuant to the terms of an escrow agreement (the “Escrow Agreement”), to be dated as of the Issue Date, among the Issuer, the Trustee and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), (i) the gross proceeds from the sale of the Notes will be deposited into an escrow account with the Escrow Agent (the “Escrow Account”) and (ii) the Issuer (or one or more of its Affiliates) will deposit (or cause to be deposited) into the Escrow Account an amount in cash sufficient, together with the gross proceeds from the sale of the Notes, to fund a Special Mandatory Redemption of the Notes resulting from a Special Mandatory Redemption Trigger Event occurring on August 2, 2021 (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). The Escrow Agreement will provide further that, until either the Effective Date or a Special Mandatory Redemption occurs, on the first (1st) day of each full calendar month (commencing August 2, 2021) the Issuer will deposit (or cause to be deposited) into the Escrow Account an amount in cash (in each case, as calculated by the Issuer in accordance with this Indenture) sufficient, together with amounts already in the Escrow Account, to fund a Special Mandatory Redemption of the Notes resulting from a Special Mandatory Redemption Trigger Event occurring on the earlier of (i) one calendar month after such date of deposit or (ii) 180 days after the Outside Date; provided that if any deposit required by this Section 13.01 would be due on a date that is not a Business Day, such deposit shall be made on the next Business Day; provided further that the Issuer (or one or more Affiliates) will deposit (or caused to be deposited) into the Escrow Account on August 2, 2021 accrued and unpaid interest payable on the Notes to but excluding the Outside Date. The Issuer will grant to the Trustee, on behalf of itself and the holders of the Notes, a first-priority security interest in the Escrow Account and Escrowed Property.

 

137

 

 

Section 13.02   Release of Escrow Property. Pursuant to the Escrow Agreement, upon delivery by the Issuer to the Escrow Agent and the Trustee, not later than the Outside Date, of an officer’s certificate (in the form and substance as set forth in the Escrow Agreement) instructing the Escrow Agent to release the Escrowed Property and certifying that the following conditions (collectively, the “Escrow Release Conditions”) have been or, substantially concurrent with the release of the Escrowed Property will be, satisfied:

 

(1)there being no Event of Default pursuant to Section 6.01(6) or Section 6.01(7) hereunder; and

 

(2)the IPO Closing Date having occurred and Healthcare Royalty, Inc. confirming receipt of the gross proceeds from such Initial Public Offering of a minimum of $350.0 million on such IPO Closing Date,

 

the funds in the Escrow Account shall be released to the Issuer or its designee pursuant to payment instructions provided by the Issuer (the date on which such funds are released, the “Escrow Release Date”).

 

Any excess funds remaining in the Escrow Account after the Special Mandatory Redemption and payment of any fees and expenses of the Trustee and Escrow Agent will be released to the Issuer or its designee pursuant to payment instructions provided by the Issuer. Upon release of the Escrowed Property from the Escrow Account, the security interest granted in favor of the Trustee and the Escrow Agent, shall automatically be released.

 

Section 13.03   Direction to the Trustee. By its acceptance of the Notes, each Holder is deemed to have authorized and directed the Trustee to enter into and perform its obligations under the Escrow Agreement.

 

Section 13.04   Amendment of Escrow Agreement. Notwithstanding anything herein (including Article IX) to the contrary, no provisions of the Escrow Agreement (including, without limitation, those relating to the release of the Escrowed Property) may be waived or modified in any manner, when taken as a whole, materially adverse to the Holders without the written consent of the Holders of a majority in principal amount of the Notes outstanding. To the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption, no provisions of the Escrow Agreement or this Indenture may be waived or modified in any manner materially adverse to the Holders without the written consent of each such Holder. However, the Escrow Agreement may be amended without the consent of any other Person to conform to the description thereof in the “Description of the Notes” section of the Offering Memorandum.

 

This Article XIII is subject to the terms of the Escrow Agreement, and in the event of a conflict between this Article XIII and the Escrow Agreement, the Escrow Agreement shall control. For avoidance of doubt, this Article XIII (other than this sentence) shall no longer apply once the Effective Date has occurred.

 

138

 

 

Article XIV
MISCELLANEOUS

 

Section 14.01   Notices. Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing in the English language and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), electronic mail in PDF format, or overnight air courier guaranteeing next day delivery, to the others’ address:

 

If to the Issuer and/or any Guarantor:

 

HCRX Investments HoldCo, L.P.
c/o Healthcare Royalty, Inc.,
300 Atlantic Street, Suite 600,
Stamford, CT 06901,
Attention: Clarke B. Futch

 

If to the Trustee and the Agents:

 

Wilmington Trust, National Association
50 South Sixth Street, Suite 1290 

Minneapolis, Minnesota 55402 

Attention: HCRX Investments Notes Administrator 

Fax: 612-217-5651

 

The Issuer, any Guarantor or the Trustee or any Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

 

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; on the first date on which publication or electronic delivery is made, if given by publication or electronic delivery; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee or any Agent shall be deemed effective upon actual receipt thereof by the Trustee or such Agent.

 

Any notice or communication to a Holder shall be electronically delivered, mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register kept by the Registrar. Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

 

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it.

 

139

 

 

If an Issuer delivers a notice or communication to Holders, it shall deliver a copy to the Trustee and each Agent at the same time.

 

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary.

 

Section 14.02   Communication by Holders with Other Holders. Holders may communicate with other Holders with respect to their rights under this Indenture or the Notes.

 

Section 14.03   Certificate and Opinion as to Conditions Precedent. Upon any request or application by an Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

 

(A)           An Officer’s Certificate in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 

(B)            An Opinion of Counsel (which may be subject to customary assumptions and exclusions) in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied;

 

provided that no such Officer’s Certificate or Opinion of Counsel shall be required to be furnished to the Trustee in connection with the authentication and delivery of the Initial Notes on the Issue Date and no such Opinion of Counsel shall be required to be furnished to the Trustee in connection with the addition of a Guarantor pursuant to a supplemental indenture in the form of Exhibit D hereto.

 

Section 14.04   Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof) shall include:

 

(A)            a statement that the Person making such certificate or opinion has read such covenant or condition;

 

(B)            a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

 

(C)            a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 

140

 

 

(D)            a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

 

Section 14.05   Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Agents may make reasonable rules and set reasonable requirements for its functions.

 

Section 14.06   No Personal Liability of Directors, Officers, Employees, Members and Stockholders. No director, officer, employee, member, incorporator or stockholder of the Issuer, any Guarantor, or any of their direct or indirect parent companies shall have any liability for any obligation of the Issuer or the Guarantors under the Notes, the Guarantees, or this Indenture or for any claim based on, in respect of, or by reason of any such obligation or its creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

 

Section 14.07   Governing Law. THIS INDENTURE, THE NOTES, AND THE GUARANTEES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

 

Section 14.08   Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Section 14.09   Jurisdiction. The parties hereby (i) irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York, (ii) waive any objection to laying of venue in any such action or proceeding in such courts, and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party

 

Section 14.10   Force Majeure. The Trustee shall not be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, governmental regulations superimposed after the fact, fire, loss or malfunctions of utilities, communications or computer (software and hardware) services or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Trustee shall not be liable for any indirect, special, punitive, incidental or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action.

 

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Section 14.11   No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

 

Section 14.12   Successors. All agreements of the Issuer in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

 

Section 14.13   Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 14.14   Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Indenture or in any amendment or other modification hereof (including supplements, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that neither the Trustee nor any Agent is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee or such Agent pursuant to reasonable procedures approved by the Trustee and such Agent, as applicable. The Trustee and any Agent may, in their discretion, require that such documents and signatures executed electronically or delivered by electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by electronic means. The Issuer agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to the Trustee or any Agent, including without limitation the risk of the Trustee or any such Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

 

Section 14.15   Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

 

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Section 14.16   USA Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable AML Law”), the Trustee and Agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and Agents. Accordingly, each of the parties agree to provide to the Trustee and Agents, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee and Agents to comply with Applicable AML Law.

 

[Signatures on following pages]

 

143

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first above written.

 

  Very truly yours,
     
  HCRX INVESTMENTS HOLDCO, L.P.
     
  By: /s/ Clarke B. Futch
  Name: Clarke B. Futch
  Title: Chairman and Chief Executive Officer

 

[Signature Page to Indenture]

 

 

 

  WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
 
  By: /s/ Barry Somrock
  Name: Barry Somrock
  Title: Vice President

 

[Signature Page to Indenture]

 

 

 

Exhibit A

 

[Face of Note]

 

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

 

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

 

A-1

 

 

 

CUSIP [              ]

 

[RULE 144A][REGULATION S] [GLOBAL] NOTE

 

HCRX INVESTMENTS HOLDCO, L.P.

 

4.500% Senior Note due 2029

 

No. ___ [$______________]

 

HCRX Investments HoldCo, L.P., a Delaware limited partnership, promises to pay to [________] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]1 [of         dollars]2 on August 1, 2029.

 

Interest Payment Dates: February 1 and August 1, commencing February 1, 2022

 

Record Dates: January 15 and July 15

 

Additional provisions of this Note are set forth on the other side of this Note.

 

 

1Insert in Global Notes only.
  
2Insert in Definitive Notes only.

 

 

A-2

 

 

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

 

  HCRX INVESTMENTS HOLDCO, L.P.
     
  By:  
    Name:  
    Title:  

 

A-3

 

 

Dated: [             ]

 

CERTIFICATE OF AUTHENTICATION

 

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, certifies that is one of the Notes referred to in the Indenture.

 

By:  
 Authorized Signatory  

 

A-4

 

 

[Back of Note]

 

4.500% Senior Note due 2029

 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

 

1.            Interest. HCRX Investments HoldCo, L.P., a Delaware limited partnership, promises to pay interest on the principal amount of this Note at a rate per annum set forth below from July 29, 2021 until maturity. The Issuer will pay interest on this Note semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2022 (each, an “Interest Payment Date”), or if any such day is not a Business Day, on the next succeeding Business Day. The Issuer will make each interest payment to the Holder of record of this Note on the immediately preceding January 15 and July 15 (each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including July 29, 2021. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then applicable to this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate then applicable to this Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

 

Interest on this Note will accrue at the rate of 4.500% per annum and be payable in cash. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.

 

2.            Method of Payment. The Issuer will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest will be made at the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, payments of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by Global Notes registered in the name of or held by the Depositary (or its nominee) will be made through the Paying Agent by wire transfer of immediately available funds to the accounts specified by the registered Holder or Holders thereof. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 

A-5

 

 

3.            Paying Agent, Transfer Agent and Registrar. Initially, Wilmington Trust, National Association will act as Paying Agent, Transfer Agent and Registrar. The Issuer may change any Paying Agent, Transfer Agent or Registrar without notice to the Holders. The Issuer or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.

 

4.            Indenture. The Notes were issued under an Indenture, dated as of July 29, 2021 (the “Indenture”), among HCRX Investments HoldCo, L.P., as Issuer, the Guarantors party thereto, and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as 4.500% Senior Notes due 2029. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The Initial Notes and any Additional Notes issued under the Indenture (collectively referred to herein as the “Notes”) shall be treated as a single class of securities under the Indenture. The Notes are subject to all terms and provisions in the Indenture, and Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

 

5.            Optional Redemption.

 

(a)          At any time prior to August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (each date on which a redemption occurs, a “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

 

(b)          On and after August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1, 2024 of each of the years indicated below:

 

Year  Percentage 
2024   102.250%
2025   101.125%
2026 and thereafter   100.000%

 

(c)          In addition, prior to August 1, 2024, the Issuer may, at its option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) at a redemption price equal to 104.500% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings of the Issuer or any direct or indirect parent company of either of the Issuer after the Issue Date, to the extent such net cash proceeds are contributed to the Issuer; provided that (1) at least 50% of the total of (A) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all notes are redeemed substantially concurrently); and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

 

A-6

 

 

(d)            In connection with any tender offer for the Notes (including any Change of Control Offer or Asset Sale Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date, subject to the right of the Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

 

(e)            Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, unless otherwise provided in the Indenture, at the Issuer’s discretion, be subject to one or more conditions precedent. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice was sent) as any or all such conditions shall be satisfied (or waived by the Issuer in their sole discretion) or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or purchase date, or by the Redemption Date or purchase date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person.

 

6.            Mandatory Redemption. The Issuer shall not be required to make any mandatory redemption or sinking fund payment with respect to the Notes, other than a Special Mandatory Redemption pursuant to Section 3.11 of the Indenture.

 

7.            Notice of Redemption. Subject to Sections 3.03 and 3.09 of the Indenture, notice of redemption will be delivered electronically or mailed by first-class mail at least 10 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at such Holder’s registered address or otherwise in accordance with the Applicable Procedures, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a conditional redemption or Article VIII or Article XI of the Indenture. Notes and portions of Notes selected for redemption shall be in amounts of $2,000 and any integral multiple of $1,000 in excess thereof; no Note of less than $2,000 can be redeemed in part, except that, if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a principal amount of at least $2,000, shall be redeemed. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for redemption.

 

A-7

 

 

8.             Offers to Repurchase. Upon the occurrence of a Change of Control, the Issuer shall make a Change of Control Offer in accordance with Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuer shall make an Asset Sale Offer as and when provided in accordance with Section 4.10 of the Indenture.

 

9.             Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee will require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer will require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

 

10.            Persons Deemed Owners. The registered Holder of this Note shall be treated as its owner for all purposes.

 

11.            Amendment, Supplement and Waiver. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

 

12.            Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. The remedies with respect thereto are as provided under Article VI of the Indenture and the other applicable provisions of the Indenture.

 

13.            Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee (or an authenticating agent).

 

14.            Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

 

15.            CUSIPs and ISINs. The Issuer have caused CUSIPs and ISINs to be printed on the Notes and the Trustee may use CUSIPs and ISINs in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

 

A-8

 

 

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:

 

HCRX Investments HoldCo, L.P.
c/o Healthcare Royalty, Inc.,
300 Atlantic Street, Suite 600,
Stamford, CT 06901,
Attention: Clarke B. Futch

 

A-9

 

 

ASSIGNMENT FORM

 

To assign this Note, fill in the form below:  
   
(I) or (we) assign and transfer this Note to:  
  (Insert assignee’s legal name)
   

 

(Insert assignee’s soc. sec. or tax I.D. no.)
 
 
(Print or type assignee’s name, address and zip code)  

 

and irrevocably appoint  
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

 

Date:    

 

  Your Signature:  
    (Sign exactly as your name appears on the face of this Note)

 

Signature Guarantee*:    

 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 

A-10

 

 

OPTION OF HOLDER TO ELECT PURCHASE

 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

 

¨ Section 4.10              ¨ Section 4.14

 

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount (in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof):

 

$_____________

 

Date:    

 

 Your Signature:  
   (Sign exactly as your name appears on the face of this Note)

 

 Tax Identification No.:  

 

Signature Guarantee*:    

 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 

A-11

 

 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

 

The initial outstanding principal amount of this Global Note is $________.

 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

 

Date of

Exchange

   Amount of
decrease in
Principal
Amount of this
Global Note		   Amount of
increase in
Principal
Amount of this
Global Note		   Principal
Amount of this
Global Note
following such
decrease or
increase		   Signature of
authorized
signatory of
Trustee,
Custodian or
Registrar
                 

 

* This schedule should be included only if the Note is issued in global form.

 

A-12

 

 

 

 

Exhibit B

 

FORM OF CERTIFICATE OF TRANSFER

 

HCRX Investments HoldCo, L.P.
c/o Healthcare Royalty, Inc.,
300 Atlantic Street, Suite 600,
Stamford, CT 06901,
Attention: Clarke B. Futch

 

Wilmington Trust, National Association, as Trustee 

50 South Sixth Street, Suite 1290 

Minneapolis, Minnesota 55402 

Attention: HCRX Investments Notes Administrator

 

Re:      4.500% Senior Notes due 2029

 

Reference is hereby made to the Indenture, dated as of July [29], 2021 (the “Indenture”), among HCRX Investments HoldCo, L.P., as Issuer, the guarantors party thereto, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

 

______________(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____________ in such Note[s] or interests (the “Transfer”), to ____________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

 

[CHECK ALL THAT APPLY]

 

1.            ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

 

B-1 

 

 

2.            ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S UNDER THE SECURITIES ACT GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

 

3.            ¨ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

 

(a)          ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

 

(b)          ¨ such Transfer is being effected to the Issuer or a subsidiary thereof; or

 

(c)          ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

 

4.            ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

 

(a)          ¨ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

 

B-2 

 

 

(b)          ¨ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

 

(c)          ¨ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

 

B-3 

 

 

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

 

    [Insert Name of Transferor]
     
    By:  
      Name:
      Title:

 

Dated:    

 

B-4 

 

 

ANNEX A TO CERTIFICATE OF TRANSFER

 

1.            The Transferor owns and proposes to transfer the following:

 

[CHECK ONE OF (a) OR (b)]

 

(a)            ¨ a beneficial interest in the:

 

(i)¨ 144A Global Note ([CUSIP: 40390F AA8] [ISIN: US40390FAA84]), or

 

(ii)¨ Regulation S Global Note ([CUSIP: U2480P AA4] [ISIN: USU2480PAA40), or

 

(b)            ¨ a Restricted Definitive Note.

 

2.            After the Transfer the Transferee will hold:

 

[CHECK ONE]

 

(a)            ¨ a beneficial interest in the:

 

(i)¨ 144A Global Note ([CUSIP: 40390F AA8] [ISIN: US40390FAA84]), or

 

(ii)¨ Regulation S Global Note ([CUSIP: U2480P AA4] [ISIN: USU2480PAA40), or

 

(iii)¨ Unrestricted Global Note ([            ]); or

 

(b)            ¨ a Restricted Definitive Note; or

 

(c)            ¨ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

 

B-5 

 

 

Exhibit C

 

FORM OF CERTIFICATE OF EXCHANGE

 

HCRX Investments HoldCo, L.P.
c/o Healthcare Royalty, Inc.,
300 Atlantic Street, Suite 600,
Stamford, CT 06901,
Attention: Clarke B. Futch

 

Wilmington Trust, National Association, as Trustee 

50 South Sixth Street, Suite 1290 

Minneapolis, Minnesota 55402 

Attention: HCRX Investments Notes Administrator

 

Re: 4.500% Senior Notes due 2029

 

Reference is hereby made to the Indenture, dated as of July 29, 2021 (the “Indenture”), among HCRX Investments HoldCo, L.P., as Issuer, the guarantors party thereto, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

 

____________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

 

1.             EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

 

(a)            ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

 

C-1 

 

 

(b)            ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

 

(c)            ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

 

(d)            ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

 

2.             EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

 

(a)            ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

 

C-2 

 

 

(b)            ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, in each case, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

 

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ___________________________.

 

    [Insert Name of Transferor]
     
    By:  
      Name:
      Title:

 

Dated:    

 

C-3 

 

 

Exhibit D

 

[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

 

[        ] Supplemental Indenture (this “Supplemental Indenture”), dated as of _____________, among _________________(the “Guaranteeing Subsidiary”), a subsidiary of HCRX Investments HoldCo, L.P., a Delaware limited partnership (the “Issuer”), the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”) to that certain Indenture (the “Indenture”), dated as of July 29, 2021, providing for the issuance of 4.500% Senior Notes due 2029 (the “Notes”).

 

W I T N E S E T H

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders of the Notes.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions and limitations set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

 

(3) No Recourse Against Others. No director, officer, employee, incorporator, member or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

 

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THE LAW OF ANOTHER JURISDICTION WOULD BE APPLIED THEREBY.

 

D-1 

 

 

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture or in any amendment or other modification hereof (including supplements, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

 

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

 

(8) Incorporation into the Indenture. All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Supplemental Indenture may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references shall include this Supplemental Indenture unless the context requires otherwise.

 

D-2 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

  [GUARANTEEING SUBSIDIARY]
   
  By:  
    Name:
    Title:

 

  HCRX INVESTMENTS HOLDCO, L.P., as Issuer
   
  By:  
    Name:
    Title:

 

  WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
   
  By:  
    Name:
    Title:

 

D-3 

 

 

Exhibit E

 

[FORM OF net short representation]

 

HCRX Investments HoldCo, L.P. 

c/o Healthcare Royalty, Inc.,
300 Atlantic Street, Suite 600,
Stamford, CT 06901,
Attention: Clarke B. Futch

 

Wilmington Trust, National Association, as Trustee 

50 South Sixth Street, Suite 1290 

Minneapolis, Minnesota 55402 

Attention: HCRX Investments Notes Administrator

 

HCRX Investments HoldCo, L.P. (the “Company”) and Wilmington Trust, National Association, as trustee (the “Trustee”) have heretofore executed an indenture, dated as of July 29, 2021 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 4.500% Senior Notes due 2029 (the “Notes”). All terms used herein and not otherwise defined shall have the meaning ascribed to such term under the Indenture.

 

This letter constitutes a Position Representation in connection with a Noteholder Direction delivered pursuant to Sections 6.05 and 6.06 of the Indenture, whereby the undersigned, as Directing Holder, represents to each of the Company and the Trustee that [it is] [its beneficial owners are] not Net Short.

 

  By:   
    Name:   [Holder]
    Title:  

 

E-1 

 

 EX-10.11 4 tm2113163d21_ex10-11.htm EXHIBIT 10.11

 

Exhibit 10.11

 

Posting Version

 

CREDIT AGREEMENT

 

dated as of August [ ● ], 2021

 

among

 

HCRX INVESTMENTS HOLDCO, L.P., 

as the Borrower,

 

HCRX INTERMEDIATE HOLDCO, L.P., 

as Holdings,

 

THE LENDERS FROM TIME TO TIME PARTY HERETO,

 

and

 

CITIBANK, N.A.,
as Administrative Agent

 

 

 

CITIBANK, N.A.,
CREDIT SUISSE LOAN FUNDING LLC
GOLDMAN SACHS BANK USA,
TRUIST SECURITIES, INC.
BMO CAPITAL MARKETS CORP.
SILICON VALLEY BANK
RAYMOND JAMES & ASSOCIATES, INC.

 

and

 

STIFEL NICOLAUS AND COMPANY, INCORPORATED
as Joint Arrangers and Joint Book Managers

 

 

 

 

TABLE OF CONTENTS

 

    Page
     
Article I. DEFINITIONS AND ACCOUNTING TERMS 1
   
Section 1.01 Defined Terms 1
Section 1.02 Other Interpretative Provisions 57
Section 1.03 Accounting Terms and Determinations 58
Section 1.04 Rounding 59
Section 1.05 Times of Day 59
Section 1.06 Letter of Credit Amounts 59
Section 1.07 Currency Equivalents Generally 60
Section 1.08 Cashless Rollovers 60
Section 1.09 Interest Rates 60
Section 1.10 Delaware LLC Divisions 60
     
Article II. THE TERM COMMITMENTS AND TERM LOANS 60
   
Section 2.01 Loans and Commitments 60
Section 2.02 Borrowings, Conversions and Continuations of Loans 61
Section 2.03 Prepayments 64
Section 2.04 Termination and Reductions of Commitments 69
Section 2.05 Repayment of Loans 70
Section 2.06 Interest 71
Section 2.07 Fees 72
Section 2.08 Computation of Interest and Fees 72
Section 2.09 Evidence of Debt 73
Section 2.10 Payments Generally; Administrative Agent’s Clawback 73
Section 2.11 Sharing of Payments by Lenders 75
Section 2.12 Incremental Facilities 76
Section 2.13 Defaulting Lenders 81
Section 2.14 Credit Agreement Refinancing Indebtedness 83
Section 2.15 Letters of Credit 85
Section 2.16 Cash Collateral 94
     
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY 96
   
Section 3.01 Taxes 96
Section 3.02 Illegality 100
Section 3.03 Inability to Determine Rates 103
Section 3.04 Increased Costs; Reserves on Eurodollar Rate Loans 103
Section 3.05 Compensation for Losses 104
Section 3.06 Mitigation Obligations; Replacement of Lenders 105
Section 3.07 Survival 105
     
Article IV. CONDITIONS PRECEDENT 106

 

i

 

 

Section 4.01 Conditions to the Closing Date 106
Section 4.02 Conditions to All Credit Extensions after the Closing Date 108
     
Article V. REPRESENTATIONS AND WARRANTIES 109
   
Section 5.01 Organization and Standing 109
Section 5.02 Due Qualification 109
Section 5.03 Power and Authority 109
Section 5.04 Binding Obligation 109
Section 5.05 No Proceedings 109
Section 5.06 Approvals 110
Section 5.07 Reserved 110
Section 5.08 Investment Company Act 110
Section 5.09 Margin Regulations 110
Section 5.10 No Default 110
Section 5.11 Financial Statements 110
Section 5.12 No Material Adverse Effect 111
Section 5.13 Properties and Interests 111
Section 5.14 Taxes 111
Section 5.15 ERISA 111
Section 5.16 Subsidiaries 111
Section 5.17 Disclosure 111
Section 5.18 Taxpayer Identification Number 112
Section 5.19 Compliance with Laws 112
Section 5.20 Security Agreement 112
Section 5.21 OFAC 112
Section 5.22 Foreign Corrupt Practices Act 113
Section 5.23 PATRIOT Act 113
Section 5.24 Solvency 113
     
Article VI. AFFIRMATIVE COVENANTS 113
   
Section 6.01 Financial Statements 113
Section 6.02 Certificates and Other Information 114
Section 6.03 Notification 116
Section 6.04 Preservation of Existence 117
Section 6.05 Compliance with Laws 117
Section 6.06 Books and Records 117
Section 6.07 Inspection Rights 117
Section 6.08 Use of Proceeds 118
Section 6.09 Joinder of Subsidiaries as Guarantors 118
Section 6.10 Grant of Liens and Security Interests 118
Section 6.11 Royalty Proceeds; Cash Management 119
Section 6.12 Anti-Corruption Laws; Sanctions 120
Section 6.13 Post-Closing Matters 120
Section 6.14 Designation of Unrestricted Subsidiaries 120

 

ii

 

 

Article VII. NEGATIVE COVENANTS 121
   
Section 7.01 Liens 121
Section 7.02 Investments 122
Section 7.03 Funded Debt 123
Section 7.04 Dissolution, Mergers and Subsidiaries 125
Section 7.05 Dispositions 126
Section 7.06 Distributions 126
Section 7.07 Limited Activities 127
Section 7.08 Fiscal Year 128
Section 7.09 Transactions with Affiliates 128
Section 7.10 Financial Covenant 128
Section 7.11 Prepayments of Certain Indebtedness, etc. 128
Section 7.12 Restrictive Agreements 129
     
Article VIII. DEFAULTS 130
   
Section 8.01 Events of Default 130
Section 8.02 Remedies upon Event of Default 132
Section 8.03 Application of Funds 133
     
Article IX. AGENCY PROVISIONS 134
   
Section 9.01 Appointment and Authority 134
Section 9.02 Rights as a Lender 135
Section 9.03 Exculpatory Provisions 135
Section 9.04 Reliance by Administrative Agent 136
Section 9.05 Delegation of Duties 136
Section 9.06 Resignation of Administrative Agent 137
Section 9.07 Non-Reliance on Administrative Agent, the Arrangers and Other Lenders 138
Section 9.08 No Other Duties, Etc. 139
Section 9.09 Administrative Agent May File Proofs of Claim 139
Section 9.10 Collateral and Guaranty Matters 140
Section 9.11 Secured Cash Management Agreements and Secured Hedge Agreements 142
Section 9.12 Erroneous Payments 142
     
Article X. MISCELLANEOUS 145
   
Section 10.01 Amendments, Etc. 145
Section 10.02 Notices; Effectiveness; Electronic Communication 148
Section 10.03 No Waiver; Cumulative Remedies; Enforcement 151
Section 10.04 Expenses; Indemnity; Damage Waiver 151
Section 10.05 Payments Set Aside 153
Section 10.06 Successors and Assigns 154
Section 10.07 Treatment of Certain Information; Confidentiality 161

 

iii

 

 

Section 10.08 Right of Setoff 162
Section 10.09 Interest Rate Limitation 163
Section 10.10 Counterparts; Integration; Effectiveness 163
Section 10.11 Survival of Representations and Warranties 163
Section 10.12 Severability 164
Section 10.13 Replacement of Lenders 164
Section 10.14 Governing Law; Jurisdiction Etc. 165
Section 10.15 Waiver of Jury Trial 166
Section 10.16 No Advisory or Fiduciary Responsibility 166
Section 10.17 Electronic Execution of Assignments and Certain Other Documents 167
Section 10.18 USA PATRIOT Act Notice 167
Section 10.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 168
Section 10.20 Acknowledgement Regarding Any Supported QFCs 168
Section 10.21 Certain ERISA Matters 169
Section 10.22 Judgment Currency 170

 

iv

 

 

CREDIT AGREEMENT

 

This Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August [ n ], 2021, among HCRX Investments Holdco, L.P., a Delaware limited partnership (the “Borrower”), HCRX Intermediate Holdco, L.P. a Delaware limited partnership (“Holdings”), each lender and L/C Issuer (as defined below) from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and CITIBANK, N.A., as administrative agent (the “Administrative Agent”) and each L/C Issuer (as defined below).

 

The Borrower has requested the Lenders extend credit to the Borrower in the form of (a) Term B-1 Loans on the Closing Date in the aggregate principal amount equal to $850,000,000, (b) Revolving Loans at any time from time to time on and after the Closing Date and prior to the Revolving Maturity Date in an aggregate principal amount at any one time outstanding not to exceed $550,000,000 and (c) the L/C Issuers agree to issue Letter of Credit in an aggregate amount available to drawn not in excess of the Letter of Credit Sublimit, in each case, for the purposes described herein. The Lenders are willing to make the requested credit facilities available and the L/C Issuers are willing to issue letters of credit, in each case, on the terms and conditions set forth herein. Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

 

Article I.
DEFINITIONS AND ACCOUNTING TERMS

 

Section 1.01     Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

 

“2029 Senior Notes” means the Borrower’s 4.500% Senior Notes due 2029 issued pursuant to that certain Indenture, dated as of August [ n ], 2021 between the Borrower and [ n ], as trustee.

 

“Acceptable Intercreditor Agreement” means a Market Intercreditor Agreement, or another intercreditor agreement that is reasonably satisfactory to the Administrative Agent (which may, if applicable, consist of a payment “waterfall”).

 

“Account Control Agreements” means, collectively, those account control agreements, in each case, in favor of the Collateral Agent and in form and substance reasonably satisfactory to the Administrative Agent, as are required to be entered into pursuant to this Agreement, the Security Agreement or any other Loan Document, in each case as amended, modified or supplemented from time to time.

 

“Acquisition” means (i) the purchase or acquisition of Royalty Assets, and (ii) the purchase or acquisition of the Capital Stock or assets of an entity, enterprise or business unit that owns, among other things, Royalty Assets.

 

“Additional Refinancing Lender” has the meaning set forth in Section 2.14(a).

 

 

 

 

“Adjusted Eurodollar Rate” means the quotient obtained (expressed as a decimal, carried out to five decimal places) by dividing (A) the applicable Eurodollar Rate by (B) 1.00 minus the Eurodollar Reserve Percentage.

 

“Administrative Agent” means Citibank, N.A. in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

 

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

 

“Administrative Questionnaire” means an administrative questionnaire substantially in the form of Exhibit C-2 or in any other form approved by the Administrative Agent.

 

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 

“Affected Foreign Subsidiary” means any Foreign Subsidiary to the extent that, such Foreign Subsidiary acting as a Guarantor, or having a Lien granted on its Equity Interests would cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed repatriation of the earnings of such Foreign Subsidiary to such Foreign Subsidiary’s United States parent for United States federal income tax purposes.

 

“Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

 

“Agent” means the Administrative Agent or the Collateral Agent and any successors and assigns in such capacity, and “Agents” means any two or more of them.

 

“Aggregate Commitments” means at any time the Commitments of all the Lenders.

 

“Agreement” has the meaning specified in the introductory paragraph hereto.

 

“All-In Yield” means, as to any indebtedness, the yield thereof as reasonably determined by the Administrative Agent, whether in the form of interest rate, margin, original issue discount (when incurred or issued, without reference to subsequent market discount, premium or repricing) (being referred to here as “OID”), upfront and amendment fees, a Eurodollar Rate or Base Rate floor (with such increased amount being determined in the manner described in clause (iii) of the proviso to this definition), or otherwise; provided that: (i) OID and upfront fees shall be equated to interest rate margin assuming that such indebtedness at the time of incurrence has a four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable indebtedness); (ii) “All-In Yield” shall not include customary advisory fees, success fees, arrangement fees, structuring fees, commitment fees, underwriting fees or similar fees that are of a type not generally paid to all lenders of such indebtedness (whether or not actually paid to all lenders providing such indebtedness) or, if applicable, ticking fees accruing prior to the funding of such indebtedness or customary consent fees for an amendment paid generally to consenting lenders; and (iii) with respect to any Term Loans of an applicable Class that include a Eurodollar Rate or Base Rate floor, (A) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the Applicable Rate for such Term Loans of such Class for the purpose of calculating the All-In Yield and (B) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All-In Yield.

 

 2 

 

 

“Applicable ECF Percentage” has the meaning specified in Section 2.03(b)(i).

 

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate principal amount of all Commitments and, if applicable and without duplication, the Loans of such Lender under the applicable Facility or Facilities at such time; provided that, with respect to any Revolving Credit Facility, if the commitment of each Revolving Credit Lender to make Revolving Loans under such Revolving Credit Facility and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments in respect thereof have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of such Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each of the Term B-1 Facility and the Revolving Credit Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentage of any Lender is subject to adjustment as provided in Section 2.13.

 

“Applicable Price” has the meaning specified in the definition of “Dutch Auction”.

 

“Applicable Rate” means (i) in respect of the Term B-1 Term Facility, 1.25% per annum for Base Rate Loans and 2.25% per annum for Eurodollar Rate Loans and (ii) in respect of the Original Revolving Loans, 1.25% per annum for Base Rate Loans and 2.25% per annum for Eurodollar Rate Loans.

 

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facilities at such time.

 

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, a Lender that has a Commitment with respect to such Class or holds a Loan of such Class, at such time and (b) with respect to Letters of Credit, (i) the relevant L/C Issuer and (ii) the Revolving Credit Lenders.

 

“Approved Financial Institution” means Citibank, N.A. or its affiliates or another financial institution acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that as of the Closing Date, Silicon Valley Bank is an Approved Financial Institution.

 

 3 

 

 

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

 

“Arrangers” means Citibank, N.A., Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, Truist Securities, Inc., BMO Capital Markets Corp., Silicon Valley Bank, Raymond James & Associates, Inc. and Stifel Nicolaus and Company, Incorporated, in their capacities as joint lead arrangers and joint book managers for the Term B-1 Facility and the Original Revolving Credit Facility.

 

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially in the form of Exhibit C-1 hereto or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

 

“Auction” has the meaning specified in the definition of “Dutch Auction”.

 

“Auction Agent” means (a) the Administrative Agent or any of its Affiliates or (b) any other financial institution or advisor engaged by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Auction pursuant to the definition of “Dutch Auction”; provided that the Borrower shall not designate the Administrative Agent or any of its Affiliates as the Auction Agent without the written consent of the Administrative Agent or such Affiliate (it being understood that the Administrative Agent and its Affiliates are under no obligation to agree to act as Auction Agent).

 

“Auction Amount” has the meaning specified in the definition of “Dutch Auction”.

 

“Auction Notice” has the meaning specified in the definition of “Dutch Auction”.

 

“Auction Party” has the meaning specified in the definition of “Dutch Auction”.

 

“Auction Response Date” has the meaning specified in the definition of “Dutch Auction”.

 

“Audited Financial Statements” means the audited combined statement of assets, liabilities and partners’ capital of the Legacy Partnership for the fiscal year ended December 31, 2020, and the related combined statements of operations, changes in partners’ capital and cash flows for such fiscal year, including the notes thereto.

 

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.15(b)(iii).

 

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

 

 4 

 

 

“Available Amount” means, at any time, an amount equal to, without duplication:

 

(a)the sum of:

 

(i)the greater of $182,350,000 and 35% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended; plus

 

(ii)an amount, not less than zero, determined on a cumulative basis equal to 50% of Consolidated Net Income; plus

 

(iii)the amount of any capital contributions or other proceeds of issuances of Equity Interests (other than Disqualified Equity Interests) received as cash and Cash Equivalents by the Borrower, plus the fair market value, as determined in good faith by the Borrower, of marketable securities or other property received by the Borrower as a capital contribution or in return for issuances of Equity Interests (other than Disqualified Equity Interests), in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

 

(iv)the aggregate principal amount of any indebtedness or Disqualified Equity Interests, in each case, of the Borrower and/or any Restricted Subsidiary issued after the Closing Date (other than indebtedness or Disqualified Equity Interests issued to the Borrower or a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests (other than Disqualified Equity Interests) of the Borrower, together with the fair market value of any Cash Equivalents and the fair market value (as reasonably determined by the Borrower) of any other property or assets received by the Borrower or such Restricted Subsidiary upon such exchange or conversion, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

 

(v)the net proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with the Disposition to a Person (other than the Borrower or any Restricted Subsidiary) of any Investment made pursuant to Section 7.02(i); provided that such amount does not exceed the amount of such Investment made pursuant to Section 7.02(i); plus

 

(vi)to the extent not already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the cash proceeds received by the Borrower and/or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in respect of any Investment made pursuant to Section 7.02(i) (in an amount not to exceed the original amount of such Investment made pursuant to Section 7.02(i)); plus

 

 5 

 

 

(vii)an amount equal to the sum of (A) the amount of any Investments by the Borrower and/or any Restricted Subsidiary pursuant to Section 7.02(i) in any Unrestricted Subsidiary (in an amount not to exceed the original amount of such Investment made pursuant to Section 7.02(i)) that has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, the Borrower or any Restricted Subsidiary and (B) the fair market value (as reasonably determined by the Borrower) of the property or assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed (in an amount not to exceed the original amount of the Investment in such Unrestricted Subsidiary made pursuant to Section 7.02(i)) to the Borrower and/or any Restricted Subsidiary, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

 

(viii)the amount of Declined Proceeds; plus

 

(ix)an amount equal to the cash received by the Borrower and/or any Restricted Subsidiary from a distribution or dividend from an Unrestricted Subsidiary or as a result of the sale of the Equity Interests of an Unrestricted Subsidiary; minus

 

(b)an amount equal to the sum of (1) Investments made pursuant to Section 7.02(i), (2) Distributions made pursuant to Section 7.06(c) or (3) prepayments, redemptions, purchases, or other payments made to satisfy any Junior Debt made pursuant to Section 7.11(c), in each case, made after the Closing Date and prior to such time, or contemporaneously therewith.

 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

 

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1.00%, (ii) the Prime Rate in effect on such day and (iii) the Eurodollar Rate that would be payable on such date for a Eurodollar Rate Loan with a one-month Interest Period plus 1.00%; provided that in no event shall the Base Rate be less than (A) 1.00% per annum for Revolving Loans and (B) 1.50% per annum for Term Loans. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate, respectively.

 

 6 

 

 

“Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.

 

“Benchmark” means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to Section 3.03(c), then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has permanently replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

 

“Benchmark Replacement” means, for any Available Tenor:

 

(a)For purposes of Section 3.03(c)(i), the first alternative set forth below that can be determined by the Administrative Agent:

 

(i)the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration and 0.71513% (71.513 basis points) for an Available Tenor of twelve-months’ duration; provided, that if any Available Tenor of LIBOR does not correspond to an Available Tenor of Term SOFR, the Benchmark Replacement for such Available Tenor of LIBOR shall be the closest corresponding Available Tenor (based on tenor) for Term SOFR and if such Available Tenor of LIBOR corresponds equally to two Available Tenors of Term SOFR, the corresponding tenor of Term SOFR with the shorter duration shall be applied, or

 

(ii)the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in Section 3.03(c)(i) (which spread adjustment, for the avoidance of doubt, shall be 0.26161% (26.161 basis points)); and

 

(b)For purposes of Section 3.03(c)(ii), the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for Dollar-denominated syndicated credit facilities at such time;

 

provided that, if the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

 

 7 

 

 

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

 

“Benchmark Transition Event” means, with respect to any then-current Benchmark other than LIBOR, the occurrence one or more of the following events: of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

 

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as such term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

 

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

 

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

 

 8 

 

 

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

 

“Borrower” has the meaning specified in the introductory paragraph hereto.

 

“Borrower Materials” has the meaning specified in Section 6.02.

 

“Borrowing” means a Term Borrowing, a Revolving Credit Borrowing of a particular Class, a Refinancing Term Loan Borrowing or an Incremental Borrowing, as the context may require.

 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

 

“Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests, (v) in the case of a trust, beneficial interests and (vi) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

 

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent or any L/C Issuer (as applicable) and the Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if the applicable L/C Issuer benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the applicable L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

 

“Cash Equivalents” means (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (ii) Dollar-denominated time deposits and certificates of deposit of (A) any Lender, (B) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (C) any bank whose short term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (each an “Approved Bank”), in each case with maturities of not more than twelve months from the date of acquisition, (iii) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within twelve months of the date of acquisition, (iv) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (v) Investments (classified in accordance with GAAP as current assets) in money market or prime investment programs or funds registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof.

 

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“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, purchasing card, electronic funds transfer and other cash management arrangements.

 

“Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement with any Loan Party, is or was a Lender, the Administrative Agent or an Arranger or an Affiliate of a Lender, the Administrative Agent or an Arranger, in its capacity as a party to such Cash Management Agreement.

 

“Cash Management Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person under or in respect of a Cash Management Agreement.

 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

 

“Change of Control” means the occurrence of any of the following:

 

(a)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder becomes the Beneficial Owner, directly or indirectly, of 50% or more of the voting Equity Interests of Holdings, measured by voting power rather than number of shares; provided, however, that an entity (other than Ultimate Parent) that conducts no other material activities other than holding Equity Interests in Holdings or any direct or indirect parent of Holdings and has no other material assets or liabilities other than such Equity Interests will not itself be considered a “person” for purposes of this clause (a), unless a change in such entity’s ownership would otherwise cause a Change of Control under this clause (a);

 

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(b)Holdings and the General Partner shall cease to beneficially own and control 100% on a fully diluted basis of each class of outstanding Equity Interests of the Borrower; or

 

(c)a “Change in Control” or similar event shall occur under the 2029 Senior Notes.

 

“Class” (i) when used with respect to Lenders, refers to whether such Lender has a Loan or a Commitment with respect to a particular class of Loans or Commitments, (ii) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Incremental Revolving Credit Commitments, Other Revolving Credit Commitments of a given Refinancing Series, Term B-1 Term Commitments, Incremental Term Commitments or Other Refinancing Term Commitments of a given Refinancing Series and (iii) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Original Revolving Loans, Incremental Revolving Loans, Other Revolving Loans of a given Refinancing Series, Term B-1 Term Loans, Incremental Term Loans or Refinancing Term Loans of a given Refinancing Series, in each case not designated part of another existing Class. Loans that are not fungible for United States federal income tax purposes shall be construed to be in different Classes or tranches. Commitments that, if and when drawn in the form of Loans, would yield Loans that are construed to be in different Classes or tranches pursuant to the immediately preceding sentence shall be construed to be in different Classes or tranches of Commitments corresponding to such Loans.

 

“Closing Date” means [ n ], 2021.

 

“Code” means the U.S. Internal Revenue Code of 1986, as amended (or any successor statute).

 

“Collateral” means all of the “Collateral” or “GP Collateral”, as applicable, referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

 

“Collateral Agent” means Citibank, N.A., in its capacity as collateral agent for the Secured Parties under the Collateral Documents, and its successor or successors in such capacity.

 

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Account Control Agreements, any additional pledges, security agreements, patent, trademark or copyright filings or mortgages that create or purport to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.

 

“Commitment” means, with respect to any Lender, such Lender’s Term Commitment, Revolving Credit Commitment, Incremental Revolving Credit Commitment or Other Revolving Credit Commitment, as context may require.

 

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“Commitment Fee Rate” shall mean 0.25% per annum; provided that, after delivery of the financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01(a) or Section 6.01(b), the Commitment Fee Rate shall mean the following percentages per annum based on the Consolidated Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

 

Consolidated Total Net

Leverage Ratio

 Commitment Fee Rate
> [ n ]:1.001 0.25%
< [ n ]:1.002 0.125%

 

Any change in the Commitment Fee Rate shall be effective one Business Day after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 6.02(a) calculating the Consolidated Total Net Leverage Ratio. At any time that an Event of Default has occurred and is continuing or the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Sections 6.01(a) or (b) or Section 6.02(a) the Commitment Fee Rate shall conclusively equal the highest possible Commitment Fee Rate provided for in this definition. Within one Business Day of receipt of the applicable information under Sections 6.01(a) or (b) or Section 6.02(a), the Administrative Agent shall give each applicable Revolving Credit Lender electronic or telephonic notice (confirmed in writing) of the Commitment Fee Rate in effect from such date.

 

“Committed Loan Notice” means a notice of (i) a Term Borrowing, (ii) a Revolving Credit Borrowing, (iii) a conversion of Loans from one Type to the other or (iv) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

 

“Common Stock” means with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Closing Date, and includes, without limitation, all series and classes of such common stock.

 

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

 

 

 1 NTD: The Consolidated Total Net Leverage Ratio on the Closing Date.

2 NTD: 0.50x inside the Consolidated Total Net Leverage Ratio on the Closing Date.

 

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“Consolidated Capital Expenditures” means, for any period for the Consolidated Group, without duplication, all expenditures (whether paid in cash or other consideration) during such period that, in accordance with GAAP, are or should be included in additions to property, plant and equipment or similar items reflected in the consolidated statement of cash flows for such period, in each case on a consolidated basis determined in accordance with GAAP but excluding any amounts otherwise included consisting of such expenditures of any non-wholly-owned Subsidiary the accounts of which are consolidated with those of the Consolidated Group which are attributable to a minority interest; provided, that Consolidated Capital Expenditures shall not include, for purposes hereof, (i) expenditures in connection with any Permitted Acquisition or (ii) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or property.

 

“Consolidated EBITDA” means for any period for the Consolidated Group, on a Pro-Forma Basis:

 

(a)total cash receipts in respect of Royalty Assets, minus

 

(b)total consolidated cash operating payments (before interest payments and tax payments, and provided that to the extent otherwise included therein, cash operating payments do not include payments of purchase price in connection with Permitted Acquisitions of Royalty Assets, including in the form of fixed or variable installment payments, milestone payments, royalty or revenue sharing obligations or research and development payments), minus

 

(c)any distributions paid to non-controlling interests, minus

 

(d)to the extent not deducted pursuant to clause (b) of this definition, Employment Related Expenses, minus

 

(e)cash payments in respect of refunds related to amounts described in clause (a) hereof (but not, for the avoidance of doubt, milestone payments or similar payments by the Borrower or its applicable Affiliate); plus

 

(f)to the extent deducted pursuant to clause (b) or (d) of this definition, any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management, employee or director benefit plan or agreement or any stock subscription or shareholder agreement; plus

 

(g)to the extent deducted pursuant to clause (b) of this definition, any losses related to non-operational hedging, including, without limitation, resulting from hedging transactions for interest rate or currency exchange risks associated with this Agreement or the 20[__] Senior Notes; plus

 

(h)to the extent deducted pursuant to clause (b) of this definition, costs paid and expenses incurred in connection with litigation settlements; plus

 

(i)to the extent deducted pursuant to clause (b) of this definition, unrealized mark-to-market losses on equity and securities investments; plus

 

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(j)to the extent deducted pursuant to clause (b) of this definition, costs and expenses incurred pursuant to the Transactions; plus

 

(k)to the extent deducted pursuant to clause (b) of this definition, restructuring charges or reserves, including any one-time costs incurred in connection with the Transactions, Permitted Acquisitions and other Investments and costs related to the consolidation and integration of facilities, information technologies infrastructure and legal entities, and severance and retention bonuses;

 

provided that (A) clauses (a) to (c) shall exclude any swap collateral payments received or made, and (B) to the extent that any payment in clause (a) was required to be paid in a particular quarter, but was actually paid in the next succeeding quarter prior to the Borrower delivering a compliance certificate for the prior period, such payment shall be deemed as having been received in the period in which it was required to be paid (but not also in the period actually received) for purposes of calculating Consolidated EBITDA for the relevant periods.

 

“Consolidated Excess Cash Flow” means, for any period for the Consolidated Group, an amount equal to:

 

(a)Consolidated EBITDA for such period; minus

 

(b)the aggregate amount (without duplication and in each case excluding any amount to the extent paid, directly or indirectly, with the proceeds of (A) any Involuntary Disposition or (B) (1) any issuance of Capital Stock, (2) incurrence or assumption of Funded Debt or (3) Disposition by any member of the Consolidated Group (and in the case of the foregoing clauses (A) and (B)(3), to the extent they were not included in the determination of Consolidated EBITDA for such period) (collectively, the “Excluded Sources”)) of:

 

(i)Consolidated Capital Expenditures;

 

(ii)amounts expended for Permitted Acquisitions;

 

(iii)scheduled principal payments made on Consolidated Funded Debt other than the Term Loans (including for purposes hereof, mandatory commitment reductions, sinking fund payments, payments in respect of the principal components under capital leases and the like relating thereto) and optional prepayments of Consolidated Funded Debt other than the Term Loans;

 

(iv)Consolidated Interest Expense actually paid in cash by one or more members of the Consolidated Group during such period;

 

(v)to the extent not included in Consolidated Interest Expense for the applicable period, realized losses on foreign exchange Swap Contracts qualifying as cash flow hedges during such period;

 

(vi)taxes actually paid in cash by one or more members of the Consolidated Group during such period;

 

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(vii)all cash losses, charges and expenses added back in the computation of Consolidated EBITDA pursuant to clauses (f) through (k) in the definition thereof; and

 

(viii)the aggregate amount of any premium, make-whole or penalty payments actually paid in cash in connection with any prepayment of Funded Debt;

 

in each case on a consolidated basis determined in accordance with GAAP but excluding (without duplication) in the case of clause (ii) above any amounts otherwise included consisting of expenses or indebtedness of any other non-wholly-owned Subsidiary the accounts of which are consolidated with those of the Consolidated Group which are attributable to a minority interest. Except as otherwise expressly provided, the applicable period shall be the fiscal quarter ending as of the date of determination.

 

“Consolidated Fixed Charge Coverage Ratio” means, as of the last day of each fiscal quarter determined on a Pro-Forma Basis, the ratio of (a) Consolidated EBITDA in each case for the period of four consecutive fiscal quarters ending as of such day to (b) Consolidated Fixed Charges on such date.

 

“Consolidated Fixed Charges” shall mean, for any period for the Consolidated Group, the sum (without duplication) of:

 

(a)Consolidated Interest Expense for such period;

 

(b)provision for cash income taxes made by the Borrower and its Restricted Subsidiaries on a consolidated basis in respect of such period;

 

(c)scheduled payments made during such period on account of principal of Funded Debt of the Borrower and its Restricted Subsidiaries (including scheduled principal payments in respect of the Term Loans and scheduled reductions of the Revolving Credit Commitments to the extent accompanied by a permanent reduction in the Revolving Credit Commitments); and

 

(d)the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries during such period on account of Consolidated Capital Expenditures (excluding the principal amount of Funded Debt (other than any Loans) incurred in connection with such expenditures).

 

“Consolidated Funded Debt” means Funded Debt of the Consolidated Group determined on a consolidated basis in accordance with GAAP.

 

“Consolidated Group” means the Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP.

 

“Consolidated Interest Expense” means, for any period for the Consolidated Group, all interest expense paid in cash, plus any costs (other than transaction costs) of entering into Swap Contracts for the purpose of hedging interest rate risk, and any realized gains and losses on such Swap Contracts, in each case for such period on a consolidated basis determined in accordance with GAAP. Except as expressly provided otherwise, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

 

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“Consolidated Net Income” means, for any period for the Consolidated Group, the net income (or loss) of the Consolidated Group on a consolidated basis during such period taken as a single accounting period determined in conformity with GAAP; provided that Consolidated Net Income shall exclude, without duplication, (a) extraordinary gains and extraordinary non-cash losses for such period, (b) the net income of any Restricted Subsidiary that is not a Loan Party during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Restricted Subsidiary during such period, except that the Borrower’s equity in any net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income, (c) any income (or loss) for such period of any Person if such Person is not a Restricted Subsidiary, except that (x) the Borrower’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of this proviso) and (y) any such loss for such period shall be included to the extent funded with cash contributed by the Borrower or a Restricted Subsidiary, (d) any cancellation of debt income arising from a repurchase of Term Loans by the Borrower pursuant to Section 10.06(h) or any other early extinguishment of Funded Debt, hedging agreements or other similar instruments, (e) any (i) write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Funded Debt, or (ii) goodwill or other asset impairment charges, write-offs or write-downs, and (f) the effects of purchase accounting adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in component amounts required or permitted by GAAP resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes.

 

“Consolidated Senior Secured Net Leverage Ratio” means, as of the last day of each fiscal quarter determined on a Pro-Forma Basis, the ratio of (i) Consolidated Funded Debt on such day that is secured by a Lien net of Unrestricted Cash as of such date to (ii) Consolidated EBITDA, in each case for the period of four consecutive fiscal quarters ending as of such day.

 

“Consolidated Subsidiary” means with respect to any Person at any date any Restricted Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

 

“Consolidated Total Net Leverage Ratio” means, as of the last day of each fiscal quarter determined on a Pro-Forma Basis, the ratio of (i) Consolidated Funded Debt on such day net of Unrestricted Cash as of such date to (ii) Consolidated EBITDA, in each case for the period of four consecutive fiscal quarters ending as of such day.

 

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“Consummation Date” has the meaning specified in the definition of Qualifying Material Acquisition.

 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

 

“Controlled Accounts” has the meaning provided to such term in Section 6.11(b).

 

“Credit Agreement Refinanced Debt” has the meaning provided in the definition of the term “Credit Agreement Refinancing Indebtedness”.

 

“Credit Agreement Refinancing Indebtedness” means Funded Debt incurred solely by the Borrower in the form of one or more series or classes of Loans or Commitments under this Agreement, in each case, issued, incurred or otherwise obtained (including by means of the amendment, extension, refinancing, or renewal of existing indebtedness) in exchange for, or to refinance, in whole or part, existing Term Loans (and/or Term Commitments) and for Revolving Loans (and/or Revolving Credit Commitments), or any then-existing Credit Agreement Refinancing Indebtedness (“Credit Agreement Refinanced Debt”); provided that (i) such indebtedness may be secured by the Collateral on a pari passu basis with the Liens securing the other Obligations hereunder, but may not be secured by any property or assets other than the Collateral, (ii) such indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such indebtedness is incurred solely to refinance, in whole or part, Credit Agreement Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Credit Agreement Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such indebtedness, and any Term Commitments and/or Revolving Credit Commitments so refinanced shall be concurrently terminated, (iv) such indebtedness (including, if such indebtedness includes any Revolving Credit Commitments, the unused amount of such Revolving Credit Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Credit Agreement Refinanced Debt (and, in the case of Credit Agreement Refinanced Debt consisting, in whole or in part, of unused Revolving Credit Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity no shorter, than the Credit Agreement Refinanced Debt; provided that the limitations in this clause (v) shall not apply to Credit Agreement Refinancing Indebtedness having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount, (vi) the terms and conditions of such indebtedness (except as otherwise provided above and with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are, in the aggregate, not materially more favorable to the lenders providing such Credit Agreement Refinancing Indebtedness than the terms and conditions applicable to the Credit Agreement Refinanced Debt, unless (x) such terms apply only after the Latest Maturity Date at the time such indebtedness is established or (y) this Agreement is amended so that such terms are also applicable for the benefit of the Lenders under any then-existing Facilities and (vii) such Credit Agreement Refinanced Debt shall be repaid, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments in respect thereof shall be terminated, on the date such indebtedness is incurred.

 

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“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

 

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day “i”) that is 5 U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 pm (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any day “i”, the SOFR in respect of such day “i” has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such day “i” will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

 

“Debt Transaction” means, with respect to any member of the Consolidated Group, any borrowing, sale, issuance, placement, assumption or guaranty of Funded Debt, whether or not evidenced by a promissory note or other written evidence of indebtedness, except for Funded Debt permitted under Section 7.03 (except Credit Agreement Refinancing Indebtedness).

 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

 

“Declined Proceeds” has the meaning assigned to such term in Section 2.03(b)(vi).

 

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

 

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“Default Rate” means an interest rate equal to (A) the Base Rate plus (B) the Applicable Rate for Base Rate Loans under the applicable Term Facility plus (C) 2.00% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Term Loan plus 2.00% per annum.

 

“Defaulting Lender” means, subject to Section 2.13(b), any Lender that, as reasonably determined by the Administrative Agent, (i) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, within three Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more unwaived conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied (it being understood that, if it is ultimately determined that such condition was in fact satisfied, such Lender shall be a Defaulting Lender from the date of such failure), (ii) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder (unless such notification or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that an unwaived condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such notification or public statement) cannot be satisfied (it being understood that, if it is ultimately determined that such condition was in fact satisfied, such Lender shall be a Defaulting Lender from the date of such statement of intent)) or under other agreements in which it commits to extend credit, (iii) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations or (iv) has, or has a direct or indirect parent company that has, after the date of this Agreement, (A) become the subject of a proceeding under any Debtor Relief Law, (B) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (C) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (D) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgements or writs of attachment on its assets or permits such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

 

“Delaware Divided LLC” means a Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

 

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

 

“Delaware LLC Division” means the statutory division of any Delaware LLC limited liability company into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act or a comparable provision of any other requirement of law.

 

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“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any comprehensive, territorial Sanctions (currently, Crimea, Cuba, Iran, North Korea, and Syria).

 

“Discount Range” has the meaning assigned to such term in the definition of “Dutch Auction”.

 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property (other than Cash Equivalents) by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For purposes of this Agreement, “Disposition” or “Dispose” shall not include (i) any payments in respect of Royalty Assets or transfers of royalties or revenues generated by Royalty Assets, (ii) any repayment at termination or early buyout with respect to Royalty Assets and (iii) any transaction or arrangement that creates a stream of cash payments arising from Royalty Assets of the Borrower or its applicable Affiliate.

 

“Disqualified Lender” means (i) any Person that has been identified in writing to the Arrangers as a Disqualified Lender on or prior to July 2, 2021, (ii) any other Persons who are competitors of the Borrower or any of its Subsidiaries that have been identified in writing to the Arrangers (or, after the Closing Date, to the Administrative Agent) as Disqualified Lenders from time to time and (iii) in each case of the foregoing clauses (i) and (ii) any of such Person’s Affiliates (other than bona-fide debt fund Affiliates of competitors identified pursuant to clause (ii)) that are either (x) identified in writing by the Borrower to the Administrative Agent from time to time or (y) clearly identifiable as an Affiliate on the basis of such Affiliate’s name.

 

“Distributions” means all distributions made in respect of the direct or indirect beneficial owners or beneficial interests of the Borrower.

 

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Financing Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the mandatory scheduled payment of distributions or dividends in cash or (d) are or become convertible into or exchangeable for indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case prior to the date that is 91 days after the Latest Maturity Date in effect at the time of issuance of such Equity Interests; provided, however, that only the portion of Equity Interests which so mature or are mandatorily redeemable, are redeemable at the option of the holder thereof, provide for the mandatory scheduled prepayment of distributions or dividends, or which are or become convertible as described above after the Latest Maturity Date shall be deemed to be Disqualified Equity Interests; and provided further, however, that if such Equity Interests are issued pursuant to a plan for the benefit of the employees of the Borrower or its Restricted Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

 

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“Dollars” and “$” means lawful money of the United States of America.

 

“Domestic Subsidiary” means with respect to any Person each Restricted Subsidiary of such Person that is organized under the laws of the United States or any political subdivision thereof, and “Domestic Subsidiaries” means any two or more of them.

 

“Dutch Auction” means an auction (an “Auction”) conducted by the Borrower (in such capacity, the “Auction Party”) in order to purchase Term Loans, in accordance with the following procedures (as may be modified as to times, dates and minimum amounts by the Borrower and the applicable Auction Agent acting reasonably in connection with a particular Auction transaction); provided that no Auction Party shall initiate any Auction unless (I) at least five Business Days have passed since the consummation of the most recent purchase of Term Loans pursuant to an Auction conducted hereunder; or (II) at least three Business Days have passed since the date of the last Failed Auction (or equivalent) which was withdrawn:

 

(a)Notice Procedures. In connection with any Auction, the Auction Party will provide notification to the Auction Agent (for distribution to the relevant Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Auction Agent and shall (i) specify the maximum aggregate principal amount of the Term Loans subject to the Auction, in a minimum amount of $10,000,000 and whole increments of $1,000,000 in excess thereof (or, in any case, such lesser amount of such Term Loans then outstanding or which is otherwise reasonably acceptable to the Auction Agent and the Administrative Agent (if different from the Auction Agent)) (the “Auction Amount”), (ii) specify the discount to par (which may be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans subject to such Auction), that represents the range of purchase prices that the Auction Party would be willing to accept in the Auction, (iii) be extended, at the sole discretion of the Auction Party, to (x) each Lender and/or (y) each Lender with respect to any Term Loan on an individual Class basis and (iv) remain outstanding through the Auction Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of the Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the date specified in the Auction Notice (or such later date as the Auction Party may agree with the reasonable consent of the Auction Agent) (the “Auction Response Date”).

 

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(b)Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

 

(c)Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Agent prior to the applicable Auction Response Date, the Auction Agent, in consultation with the Auction Party, will determine the applicable price (the “Applicable Price”) for the Auction, which will be the lowest Reply Price for which the Auction Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Auction Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Auction Party shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction at an Applicable Price equal to the highest Reply Price. The Auction Party shall purchase the relevant Term Loans (or the respective portions thereof) from each Lender with a Reply Price that is equal to or lower than the Applicable Price (“Qualifying Bids”) at the Applicable Price; provided that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Auction Party shall purchase such Term Loans at the Applicable Price ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Auction Agent in its discretion). If a Lender has submitted a Return Bid containing multiple bids at different Reply Prices, only the bid with the lowest Reply Price that is equal to or less than the Applicable Price will be deemed to be the Qualifying Bid of such Lender (e.g., a Reply Price of $100 with a discount to par of 1%, when compared to an Applicable Price of $100 with a 2% discount to par, will not be deemed to be a Qualifying Bid, while, however, a Reply Price of $100 with a discount to par of 2.50% would be deemed to be a Qualifying Bid). The Auction Agent shall promptly, and in any case within five Business Days following the Auction Response Date with respect to an Auction, notify (I) the Borrower of the respective Lenders’ responses to such solicitation, the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount of the Term Loans and the tranches thereof to be purchased pursuant to such Auction, (II) each participating Lender of the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount and the tranches of Term Loans to be purchased at the Applicable Price on such date, (III) each participating Lender of the aggregate principal amount and the tranches of the Term Loans of such Lender to be purchased at the Applicable Price on such date and (IV) if applicable, each participating Lender of any rounding and/or proration pursuant to the second preceding sentence. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error.

 

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(d)Additional Procedures.

 

(i)Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price.

 

(ii)To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

 

(iii)In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent.

 

(iv)Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be provided by 5:00 p.m. (or such later time as may be agreed by the Auction Agent); provided that any notice or communication actually received after such time shall be deemed to have been given as of the opening of business on the next Business Day.

 

(v)The Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this definition by itself or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

 

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

 

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“Early Opt-in Election” means the occurrence of:

 

(a)a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities in the U.S. syndicated loan market at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

 

(b)the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

 

“ECF Prepayment Amount” has the meaning specified in Section 2.03(b)(i).

 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

 

“Employment Related Expenses” means distributions made by the Borrower the proceeds of which are, directly or indirectly, paid to the Manager for the payment of management fees, employee compensation and reimbursement of expenses, in each case as provided in the Management Agreement.

 

“Equity Interests” means, with respect to any Person, all of the shares of Capital Stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of Capital Stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of Capital Stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, in each case, however designated.

 

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

 

“Erroneous Payment” has the meaning assigned to it in Section 9.12(a).

 

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 9.12(d).

 

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 9.12(d).

 

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 9.12(d).

 

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 9.12(d).

 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

 

“Eurocurrency Liabilities” has the meaning assigned to it in the definition of “Eurodollar Reserve Percentage”.

 

“Eurodollar Rate” means for any Interest Period, an interest rate per annum equal to the greater of:

 

(a)           (i) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate for Dollars as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars for a period equal in length to such Interest Period) (“LIBOR”), as published on the page of the Reuters Screen (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; or

 

(ii) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits with a term of one month commencing that day; and

 

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(b)           (i) in the case of any Term Loans, 0.50% per annum and (ii) in the case of any other Loans, 0.00%.

 

“Eurodollar Rate Loan” means at any date a Revolving Loan or a Term Loan that bears interest at a rate based on the Adjusted Eurodollar Rate.

 

“Eurodollar Reserve Percentage” means for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any other entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Adjusted Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

 

“Event of Default” has the meaning specified in Section 8.01.

 

“Excluded Account” means any demand deposit account, securities account, commodity account or other deposit account (and all cash, cash equivalents and other securities or instruments credited thereto or deposited therein) utilized solely to fund payroll, employee wages, benefits or Tax obligations of the Borrower and its Subsidiaries, any escrow, custody, fiduciary account or trust account, “zero balance” accounts, and other accounts with funds on deposit so long as the average maximum daily balance in any such other account over any thirty (30) day period, and the aggregate of all such averages, does not exceed $1,000,000.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

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“Excluded Property” means, and the Collateral shall not include, (a) any voting shares of Equity Interests having voting power in excess of 65% of the voting power of all classes of Equity Interests of an Affected Foreign Subsidiary or any Pass-Through Foreign Holdco of any grantor, (b) any personal property (including motor vehicles) in respect of which perfection of a Lien is not (i) governed by the UCC, (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office or (iii) effected by “control” under the UCC (it being understood that, for the avoidance of doubt, no actions shall be required to be taken outside the United States to perfect Collateral that is non-U.S. intellectual property), (c) any margin stock and any Equity Interest and assets of Unrestricted Subsidiaries, Immaterial Subsidiaries, captive insurance companies, non-for-profit Subsidiaries, any special purpose entity established or maintained solely for use in securitization transactions otherwise permitted by the Loan Documents or any other Person that is not wholly-owned to the extent the granting of a security interest therein would violate the terms of such Person’s organizational documents or require the consent of a third party (other than a Loan Party), (d) assets (including Equity Interests of Persons other than the Borrower) to the extent the pledge thereof or grant of security interests therein (x) is prohibited or restricted by any applicable Law, rule or regulation or would require any consent, approval or authorization of any governmental or regulatory authority not obtained (without any requirement to obtain such consent, approval or authorization) after giving effect to the applicable anti-assignment provisions of the UCC (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition) or (y) is prohibited by any contract or would require any consent, approval, license or other authorization of any third party (provided that such requirement existed on the Closing Date or at the time of the acquisition of such asset, as applicable, and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or governmental or regulatory authority not obtained (without any requirement to obtain such consent, approval, license or other authorization), other than to the extent such prohibition or restriction is ineffective under the UCC, (e) any United States “intent-to-use” trademark application to the extent that, and during the period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” trademark application under applicable Law, (f) any individual fee owned real property and all leasehold property, (g) commercial tort claims, (h) Excluded Accounts, (i) any asset with respect to which the Borrower has determined in good faith that the cost of obtaining or perfecting a security interest therein outweighs the practical benefit of a security interest to the relevant Secured Parties afforded thereby, (j) any assets located outside the United States or assets that require action under the laws of any jurisdiction other than the United States to create or perfect a security interest in such assets, including any intellectual property registered in any jurisdiction other than the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the United States) and (k) any assets of the General Partner other than the GP Collateral.

 

“Excluded Sources” has the meaning specified in the definition of “Consolidated Excess Cash Flow”.

 

“Excluded Subsidiary” means (a) any Unrestricted Subsidiary, (b) any not-for-profit Subsidiary, (c) any special purpose entity established or maintained solely for use in securitization transactions otherwise permitted by the Loan Documents, (d) Immaterial Subsidiaries, (e) any Pass-Through Foreign Subsidiary and any Foreign Subsidiary, (f) captive insurance companies, (g) any Person to the extent a Guaranty is prohibited or restricted by applicable Law (including financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations), whether on the Closing Date or thereafter or by contract existing on the Closing Date, or, if such Subsidiary is acquired after the Closing Date, by contract existing when such Subsidiary is acquired (only so long as such prohibition or restriction exists and only so long as such prohibition is not created in contemplation of such acquisition), including any requirement to obtain the consent of any Governmental Authority or third party unless such consent, approval, license or authorization has been received, (h) any Affected Foreign Subsidiary, or any direct or indirect Subsidiary of any Affected Foreign Subsidiary, (i) any Restricted Subsidiary that is not a wholly owned Subsidiary and that constitutes a bona fide joint venture with a third party that is not an Affiliate of the Borrower and (j) any Subsidiary for which the cost of providing a Guaranty is excessive in relation to the value afforded to the Lenders thereby (as reasonably determined by the Borrower).

 

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“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), imposed by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its Lending Office is located, (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any jurisdiction in which the Borrower is located, (iii) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), (iii) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any United States federal withholding tax that is (A) required to be imposed on amounts payable to such Foreign Lender with respect to an applicable interest in a Loan or Commitment pursuant to Laws in force at the time such Foreign Lender acquires such interest in the Loan or Commitment (or designates a new Lending Office) or (B) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately before the designation of a new Lending Office (or assignment), to receive amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01 and (v) any United States federal withholding Taxes imposed under FATCA.

 

“Facility” means the Term Facility, a Revolving Credit Facility, an Incremental Facility or a Refinancing Facility, as the context may require.

 

“Failed Auction” has the meaning specified in the definition of “Dutch Auction”.

 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

 

“FCPA” means the United States Foreign Corrupt Practices Act of 1977.

 

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

 

“Fee Letter” means, collectively, the letter agreement entered into in July 2, 2021 among the Borrower, the Administrative Agent and the respective Arrangers.

 

“Finance Obligations” means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of the Borrower then owing under any Secured Hedge Agreement to any Hedge Bank and (iii) all Cash Management Obligations then owing under any Secured Cash Management Agreement to a Cash Management Bank.

 

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“First-Tier Foreign Subsidiary” means any Foreign Subsidiary that is owned directly by a Loan Party.

 

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBOR.

 

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

 

“Foreign Subsidiary” means with respect to any Person, each Subsidiary of such Person that is not a Domestic Subsidiary, and “Foreign Subsidiaries” means any two or more of them.

 

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s Applicable Revolving Credit Percentage of the outstanding L/C Obligations in respect of Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

 

“Funded Debt” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

 

(a)all obligations for borrowed money, whether current or long-term (including the Senior Credit Obligations hereunder), and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

 

(b)all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except for customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of business) and all indebtedness and obligations in respect of the deferred purchase price of property or services (other than trade accounts payable incurred in the ordinary course of business and payable on customary trade terms);

 

(c)all direct obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements);

 

(d)the attributable principal amount of capital leases and Synthetic Leases;

 

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(e)all obligations of such Person in respect of Disqualified Equity Interests valued, in the case of a redeemable preferred interest that is a Disqualified Equity Interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid distributions or dividends;

 

(f)Support Obligations in respect of Funded Debt of another Person; and

 

(g)Funded Debt of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

 

For purposes hereof, (x) the amount of Funded Debt shall be determined (a) based on the outstanding principal amount in the case of borrowed money indebtedness under clause (a) and purchase money indebtedness and the deferred purchase obligations under clause (b), (b) based on the maximum amount available to be drawn in the case of letter of credit obligations and the other obligations under clause (c), and (c) based on the amount of Funded Debt that is the subject of the Support Obligations in the case of Support Obligations under clause (f) and (y) “Funded Debt” shall not include installment payments, milestone payments, or royalty or revenue sharing obligations incurred in connection with acquiring Royalty Assets pursuant to a Permitted Acquisition.

 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied, subject to the provisions of Section 1.03.

 

“General Partner” means HCRX Master GP, LLC.

 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central bank).

 

“GP Collateral” means 100% of the General Partner’s general partnership interests in the Borrower.

 

“Guarantors” means, collectively, the Borrower (except with respect to its own obligations), Holdings, the General Partner and each existing and future direct or indirect Subsidiary of the Borrower (other than any Excluded Subsidiary).

 

“Guaranty” means, collectively, any guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit E, and any guaranty supplement delivered pursuant to Section 6.10.

 

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“Hedge Bank” means any Person that, at the time it enters into a Swap Contract with the Borrower, is or was a Lender, the Administrative Agent or an Arranger or an Affiliate of a Lender, the Administrative Agent or an Arranger, in its capacity as a party to such Swap Contract.

 

“Holdings” has the meaning specified in the introductory paragraph hereto.

 

“Immaterial Subsidiary” means any Restricted Subsidiary of the Borrower that the Borrower designates in writing to the Administrative Agent as an “Immaterial Subsidiary”; provided that, (I) as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b), neither (a) the total assets attributable to all such Subsidiaries is in excess of 5.0% of the total assets attributable to the Consolidated Group (as determined by the Borrower in good faith and in accordance with GAAP) as of such date nor (b) the Consolidated EBITDA attributable to all such Subsidiaries is in excess of 5.0% of the Consolidated EBITDA of the Consolidated Group as of such date and (II) no Immaterial Subsidiary shall, directly or indirectly, hold Equity Interests in any Restricted Subsidiary that is not an Immaterial Subsidiary; provided, further, that (i) as of the Closing Date, the Borrower has not designated any Subsidiary as an Immaterial Subsidiary and (ii) the Borrower may further designate and re-designate a Restricted Subsidiary as an Immaterial Subsidiary at any time, subject to the limitations and requirements set forth in this definition. If the consolidated total assets or Consolidated EBITDA attributable to all Subsidiaries so designated by the Borrower as “Immaterial Subsidiaries” shall at any time exceed the limits set forth in the preceding sentence, then starting with the largest Subsidiary (or in such other order as the Borrower may elect in its sole discretion), the Subsidiaries that are at such time designated as Immaterial Subsidiaries shall automatically be deemed to no longer be designated as Immaterial Subsidiaries until the threshold amounts in the preceding sentence are no longer exceeded (as reasonably determined by the Borrower), with any Immaterial Subsidiaries at such time that are below such threshold amounts still being designated as (and remaining as) Immaterial Subsidiaries.

 

“Increased Amount Date” has the meaning specified in Section 2.12(d).

 

“Incremental Available Amount” means

 

(a)(i) the greater of $521,000,000 and 100% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended less (ii) the aggregate principal amount of Funded Debt incurred pursuant to Section 2.12(a) and Section 7.03(c) in reliance of this clause (a), plus

 

(b)(i) the amount of any voluntary prepayments or debt buybacks of Term Loans, loans under any Incremental Equivalent Debt and/or loans under other Funded Debt, in each case, secured on a pari passu basis with the Liens securing the Obligations hereunder (which, in the case of any such Funded Debt that constitutes revolving indebtedness, is accompanied by a permanent reduction in the relevant commitment), (ii) voluntary prepayments of Revolving Loans to the extent accompanied by a permanent reduction in the relevant commitment, and (iii) the amount paid in cash in respect of any reduction in the outstanding principal amount of any Term Loan resulting from any assignment of such Term Loan to the Borrower pursuant to Section 10.06(h) and/or the application of “yank-a-bank” provisions pursuant to Section 10.01, in each case, made prior to the Increased Amount Date (in the case of each of clauses (b)(i), (ii) and (iii), other than prepayments, repayments or commitment reductions financed with the proceeds of long-term indebtedness (other than revolving indebtedness (except where revolving indebtedness is used to replace revolving indebtedness))) less (iv) the aggregate principal amount of Funded Debt incurred pursuant to Section 2.12(a) and Section 7.03(c) in reliance on this clause (b), plus

 

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(c)an unlimited amount so long as, after giving effect to the incurrence of such Incremental Equivalent Debt or such Incremental Facility (assuming all commitments under or in respect of Incremental Revolving Credit Commitments, Incremental Term Loans or Incremental Equivalent Debt are fully funded and without netting the cash proceeds thereof), (i) in the case of any Incremental Facility or Incremental Equivalent Debt that is secured on a pari passu or junior basis with the Liens securing the Financing Obligations hereunder, the pro forma Consolidated Senior Secured Net Leverage Ratio would not exceed 3.00:1.00 and (ii) in the case of any Incremental Facility or Incremental Equivalent Debt that is unsecured, the pro forma Consolidated Total Net Leverage Ratio would not exceed 4.50:1.00,

 

provided, that to the extent the proceeds of any Incremental Term Loans or Incremental Equivalent Debt are intended to be applied to finance any acquisition or other Investment or irrevocable repayment or redemption of Funded Debt, pro forma compliance shall be tested in accordance with Section 1.03(d); and

 

provided, further that, at the election of the Borrower, (I) the Borrower shall be deemed to have used amounts under clause (c) (to the extent compliant therewith) prior to utilization of amounts under clause (a) or (b), (II) Loans may be incurred simultaneously under clauses (a), (b) and (c), and proceeds from any such incurrence may be utilized in a single transaction, at the election of the Borrower, by first calculating the incurrence under clause (c) above and then calculating the incurrence under clauses (a) and (b) above and (III) any Loans incurred in reliance on clause (a) and/or (b) may be reclassified, as the Borrower may elect from time to time, as incurred under clause (c) to the extent permitted thereunder at such time on a pro forma basis.

 

“Incremental Borrowing” means a borrowing of Incremental Revolving Loans or Incremental Term Loans, as the context requires.

 

“Incremental Commitments Amendment” has the meaning specified in Section 2.12(e).

 

“Incremental Commitments Effective Date” has the meaning specified in Section 2.12(g).

 

“Incremental Equivalent Debt” means any Funded Debt incurred or issued by the Borrower or by any Restricted Subsidiary of the Borrower in an aggregate amount not to exceed the Incremental Available Amount; provided that the following conditions are satisfied:

 

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(a)such Funded Debt shall not have (A) a final maturity date that is before the Latest Maturity Date at the time of incurrence of such Incremental Equivalent Debt, or (B) a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of any then-existing Facility hereunder; provided that the foregoing limitations shall not apply to (x) customary bridge loans; provided that the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is not earlier than the stated maturity date of the Latest Maturity Date at the time of incurrence of such Incremental Equivalent Debt and (y) Incremental Equivalent Debt having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount;

 

(b)such Funded Debt in the form of term loans may provide for the ability to participate (x) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Term Loans made pursuant to Section 2.03(a) and (y) to the extent secured on a pari passu basis with the initial Term Loans, on a pro rata basis (but not on a greater than pro rata basis other than in the case of a prepayment with proceeds of Funded Debt refinancing such Incremental Equivalent Debt) in any mandatory prepayment of Term Loans required pursuant to Section 2.03(b) or less than a pro rata basis with any then-outstanding Term Facility;

 

(c)if such Funded Debt is in the form of term “B” loans made prior to the date that is one year after the Closing Date, the MFN Provisions of Section 2.12(c)(iv) shall apply to such Funded Debt (as if, but only to the extent, including after giving effect to applicable exclusions and sunset provisions, such Funded Debt was an Incremental Term Loan of the type subject to the provisions of Section 2.12(c)(iv), mutatis mutandis);

 

(d)if such Funded Debt is secured by assets that constitute Collateral, the holders of such Funded Debt (or a representative therefor) shall be party to an Acceptable Intercreditor Agreement;

 

(e)the other terms of such Funded Debt (excluding, for the avoidance of doubt, interest rate (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and optional prepayments or optional redemption premiums and terms) (when taken as a whole) are (x) not materially more favorable to the lenders or other investors providing such Funded Debt than those applicable to this Agreement as determined by the Borrower in good faith (other than covenants or other provisions applicable only to periods after the Latest Maturity Date), unless the Agreement is amended substantially concurrently with the incurrence of such Funded Debt to reflect such terms or (y) on then-current market terms (as determined by the Borrower in good faith);

 

(f)no Event of Default shall exist before or immediately after giving effect to the incurrence of such Incremental Equivalent Debt (except in connection with any acquisition or other Investment or irrevocable repayment or redemption of Funded Debt, where no such Event of Default shall exist at the time as elected by the Borrower pursuant to Section 1.03(d)); and

 

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(g)(A) if such Incremental Equivalent Debt (i) is incurred by any Restricted Subsidiary that is not a Loan Party, such Incremental Equivalent Debt shall not be guaranteed by any Person that is a Loan Party and (ii) is incurred by the Borrower or any Guarantor, such Incremental Equivalent Debt shall not be guaranteed by any Person that is not a Guarantor and shall not have any obligors other than the Borrower or the Guarantors and (B) if such Incremental Equivalent Debt is secured by any or all of the Collateral, such Incremental Equivalent Debt shall not be secured by any assets that do not constitute Collateral.

 

“Incremental Facility” means, at any time, as the context may require, the aggregate amount of the Incremental Revolving Loan Lenders’ Incremental Revolving Credit Commitments and/or the Incremental Term Loan Lenders’ Incremental Term Loan Commitments of a given Class at such time and, in each case, but without duplication, the Credit Extensions made thereunder.

 

“Incremental Lender” has the meaning set forth in Section 2.12(d).

 

“Incremental Revolving Credit Commitments” has the meaning specified in Section 2.12(a)

 

“Incremental Revolving Increase” has the meaning specified in Section 2.12(c)(v)

 

“Incremental Revolving Loan Lender” has the meaning specified in Section 2.12(d).

 

“Incremental Revolving Loans” has the meaning specified in Section 2.12(a)

 

“Incremental Term-B Facility” has the meaning specified in Section 2.12(c)(iv).

 

“Incremental Term Commitment” has the meaning specified in Section 2.12(a).

 

“Incremental Term Loan Lender” has the meaning specified in Section 2.12(d).

 

“Incremental Term Loans” has the meaning specified in Section 2.12(a).

 

“Incremental Term Loan Tranche” has the meaning specified in Section 2.12(d).

 

“Indemnified Taxes” means Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

 

“Indemnitees” has the meaning specified in Section 10.04(b).

 

“Information” has the meaning specified in Section 10.07.

 

“Information Memorandum” means the information memorandum dated January 2020 used by the Arrangers in connection with the syndication of the Term Commitments.

 

“Initial Term B-1 Maturity Date” has the meaning specified in the definition of “Maturity Date”.

 

“Inside Maturity Excluded Amount” means the greater of (x) $260,500,000 and (y) 50% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended minus the aggregate outstanding principal amount of all Incremental Loans, Incremental Equivalent Debt, Credit Agreement Refinancing Debt, Refinanced Debt and Funded Debt incurred pursuant to Sections 7.03(e) and (f), in each case, incurred in reliance on the Inside Maturity Excluded Amount.

 

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“Interest Payment Date” means (i) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was borrowed; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (ii) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was borrowed.

 

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, three or six months thereafter (in each case, subject to availability), as selected by the Borrower in its Committed Loan Notice or such other period that is twelve months or less requested by the Borrower and consented to by all the Appropriate Lenders; provided that:

 

(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

 

(b)any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

 

(c)no Interest Period in respect of Term Loans may be selected which extends beyond a principal amortization payment date specified in Section 2.05 for Term Loans of the applicable Term Facility unless, after giving effect to the selection of such Interest Period, the aggregate principal amount of Term Loans of the applicable Term Facility which are comprised of Base Rate Loans together with such Term Loans comprised of Eurodollar Rate Loans with Interest Periods expiring on or prior to such date are at least equal to the aggregate principal amount of Term Loans of the applicable Term Facility due on such date;

 

(d)no Interest Period in excess of one month may be selected at any time when a Default or an Event of Default is then in existence; and

 

(e)no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was borrowed.

 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (i) the purchase or other acquisition of Equity Interests of another Person, (ii) a loan, advance or capital contribution to, guaranty or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor undertakes any Support Obligation with respect to indebtedness of such other Person, or (iii) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

 

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“Involuntary Disposition” means the receipt by any member of the Consolidated Group of any cash insurance proceeds or condemnation awards payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its Property.

 

“IRS” means the U.S. Internal Revenue Service (or any successor agency).

 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

 

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement or instrument entered into by the applicable L/C Issuer and the Borrower (or any Restricted Subsidiary) or in favor of such L/C Issuer relating to such Letter of Credit.

 

“Judgment Currency” has the meaning specified in Section 10.22.

 

“Junior Debt” means any Funded Debt (excluding any intercompany indebtedness) that is (i) unsecured, (ii) secured by a Lien on the Collateral that is subordinated to the Lien on the Collateral securing the Finance Obligations or (iii) expressly subordinated in right of payment to the Finance Obligations.

 

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.

 

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

 

“L/C Issuer” means with respect to Letters of Credit issued hereunder on or after the Closing Date, (i) Citibank, N.A., (ii) any other Revolving Credit Lender that may become and agrees to become an L/C Issuer pursuant to Section 2.15(l), (iii) any successor issuer of Letters of Credit hereunder or (iv) collectively, all of the foregoing, in each case, in their respective capacities as an issuer thereof. It is understood and agreed that each L/C Issuer’s and its respective Affiliates’ share of the Letter of Credit Sublimit shall not exceed the amount set forth opposite such L/C Issuer’s name on Schedule 2.15 (as such Schedule may be amended with the consent of each affected L/C Issuer and the Borrower) under the caption “Letter of Credit Commitment.”

 

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“L/C Obligations” means, as at any date of determination, (i) the aggregate amount available to be drawn under all outstanding Letters of Credit plus (ii) the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

 

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Refinancing Term Loan, any Refinancing Term Commitment, any Incremental Term Loans, any Incremental Revolving Credit Commitments or any Other Revolving Credit Commitments, in each case as extended in accordance with this Agreement from time to time.

 

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

 

“Legacy Partnership” means, collectively, HealthCare Royalty Partners III, L.P., HealthCare Royalty Partners IV, L.P., HCRP Overflow Fund, L.P., HCR Stafford Fund, L.P., HCR Molag Fund, L.P., HCR H.O.P. Fund, L.P, HCR Potomac Fund, L.P., HCR Canary Fund, L.P., PPCF Harris Feeder, L.P., HealthCare Royalty Partners III-A, L.P., and HealthCare Royalty Partners IV-A, L.P.

 

“Lender” has the meaning specified in the introductory paragraph hereto.

 

“Lending Office” means with respect to any Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) designated for such Type of Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment and Assumption pursuant to which such Lender became a Lender hereunder or such other office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.

 

“Letter of Credit” means any standby letter of credit issued hereunder.

 

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

 

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the applicable Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

 

“Letter of Credit Fee” has the meaning specified in Section 2.15(h).

 

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“Letter of Credit Sublimit” means an amount equal to $15,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facilities.

 

“LIBOR” has the meaning specified in the definition of Eurodollar Rate.

 

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever in the nature of a security interest (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).

 

“Loan” means an extension of credit by a Lender to the Borrower hereunder in the form of a Term Loan or Revolving Loan.

 

“Loan Documents” means, collectively, this Agreement, any Incremental Commitments Amendment, any Refinancing Amendment, each Note, the Guaranty, the Collateral Documents and the Fee Letters.

 

“Loan Party” means each of the Borrower, Holdings, the General Partner, as pledgor under the Pledge Agreement and each other Guarantor, and “Loan Parties” means any combination of the foregoing.

 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

 

“Market Capitalization” means an amount equal to (a) the total number of issued and outstanding shares of Ultimate Parent’s Common Stock that are issued and outstanding on the date of the relevant Distribution and listed on The New York Stock Exchange (or, if the primary listing of such Common Stock is on another exchange, on such other exchange) multiplied by (b) the arithmetic mean of the closing price per share of such Common Stock as reported by The New York Stock Exchange (or, if the primary listing of such Common Stock is on another exchange, on such other exchange) for each of the 30 consecutive trading days immediately preceding the date of such Distribution.

 

“Manager” means HCRX Management, LLC, a Delaware limited liability company, in its capacity as manager of the Borrower, and its successors and assigns in such capacity.

 

“Management Agreement” means that certain Management Agreement, effective as of the Closing Date, among Healthcare Royalty Holdings, L.P., a Delaware limited partnership, Holdings, the Borrower and the Manager.

 

“Market Intercreditor Agreement” means an intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision) the terms of which are either (a) consistent with market terms governing intercreditor arrangements for the sharing or subordination of liens or arrangements relating to the distribution of payments, as applicable, at the time the applicable agreement or arrangement is proposed to be established in light of the type of Funded Debt subject thereto or (b) in the event a “Market Intercreditor Agreement” has been entered into after the Closing Date meeting the requirement of preceding clause (a), the terms of which are, taken as a whole, not materially less favorable to the Lenders than the terms of such Market Intercreditor Agreement to the extent such agreement governs similar priorities, in each case of clause (a) or (b) as determined by the Borrower and the Administrative Agent in good faith.

 

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“Material Adverse Effect” means (i) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Restricted Subsidiaries taken as a whole; (ii) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (iii) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

 

“Maturity Date” means (i) with respect to the Original Revolving Credit Commitments and any subsequent additions thereto, [ n ], 2026 (the “Initial Revolving Maturity Date”),(ii) with respect to the Term B-1 Term Facility, [ n ], 2028 (the “Initial Term B-1 Maturity Date”), (iii) with respect to any Refinancing Term Loans or Other Revolving Credit Commitments, the final maturity date applicable thereto as specified in the applicable Refinancing Amendment and (iv) with respect to any Incremental Term Loans or Incremental Revolving Loans, the final maturity date applicable thereto as specified in the applicable Incremental Commitment Amendment; provided, in each case, that if such date is not a Business Day, then the applicable Maturity Date shall be the next preceding Business Day.

 

“MFN Provision” has the meaning specified in Section 2.12(c)(iv).

 

“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent may select.

 

“Net Cash Proceeds” means the aggregate proceeds paid in cash or Cash Equivalents received by any member of the Consolidated Group in connection with any Disposition or Debt Transaction, net of (i) direct costs (including legal, accounting and investment banking fees, sales commissions and underwriting discounts) and (ii) estimated taxes paid or payable as a result thereof (including Tax Distributions). For purposes hereof, “Net Cash Proceeds” includes any cash or Cash Equivalents received upon the disposition of any non-cash consideration received by any member of the Consolidated Group in any Disposition or Debt Transaction and the Borrower’s share of such net proceeds distributed by any other non-wholly owned Restricted Subsidiary to the Borrower in connection with any permitted Disposition by any non-wholly-owned Restricted Subsidiary and excludes any such net proceeds distributed by any non-wholly-owned Restricted Subsidiary to owners of a minority interest in connection with any permitted Disposition by any non-wholly-owned Restricted Subsidiary.

 

“Non-Consenting Lender” has the meaning specified in the final paragraph of Section 10.01.

 

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“Non-Core Royalty Assets” means (i) assets of the type described in clause (i) of the definition of “Royalty Assets” solely to the extent related to medical or health care (excluding pharmaceutical or biopharmaceutical) products, processes, devices, or enabling or delivery technologies that are protected by patents, governmental or other regulations or otherwise by contract, (ii) the securities of entities that primarily hold, directly or indirectly, interests of the type described in the preceding clause (i) including, without limitation, securities convertible into the foregoing, and any securities investments or contracts that may provide a hedge for such investments and (iii) common equity or equivalent interests of entities that hold, directly or indirectly, Royalty Assets solely to the extent that the Borrower and/or its applicable Affiliates do not hold a controlling interest in the issuer of such common equity or equivalent interests after giving effect to the acquisition of such common equity or equivalent interests by the Borrower or its applicable Affiliate (such common equity interests, “Minority Common Equity Interests”); provided that, Minority Common Equity Interests shall not include, to the extent otherwise covered by clause (iii) above, (x) investments in Royalty Assets in the form of preferred stock, joint venture interests, partnership interests, limited liability company interests or similar interests that are structured to result in one or more cash payments to the Borrower or its applicable Affiliate based upon sales of or revenues generated by products, the occurrence of certain events or the achievement of certain milestones and (y) the preferred stock held in Suneva Medical, Inc. identified and listed in the Quarterly Financial Statements.

 

“Non-Extension Notice Date” has the meaning specified in Section 2.15(b)(iii).

 

“Non-Loan Party Cap” means the greater of (x) $260,500,000 and (y) 50% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended, minus the aggregate amount of Investments then-outstanding (measured in accordance with the definition of “Investment”) (x) and which were made in reliance on the Non-Loan Party Cap under Section 7.02(c), Section 7.02(f)(y), Section 7.02(j) and (y) in Non-Core Royalty Assets made pursuant to Section 7.02.

 

“Note” means a promissory note made by the Borrower (x) in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit B-1 or (y) in favor of a Revolving Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form of Exhibit B-2.

 

“Organization Documents” means: (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-United States jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

 

“Original Revolving Credit Commitment” means, as to each Revolving Credit Lender, its commitment in effect as of the Closing Date to make Original Revolving Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Original Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Closing Date, the aggregate amount of the Original Revolving Credit Commitments of all Revolving Credit Lenders is $550,000,000.

 

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“Original Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Original Revolving Credit Commitments at such time and the Credit Extensions made thereunder.

 

“Original Revolving Credit Lender” means, at any time, any Lender that has an Original Revolving Credit Commitment at such time or that has Original Revolving Loans outstanding at such time.

 

“Original Revolving Loan” means the Revolving Loans made by the Revolving Credit Lenders to the Borrower under the Original Revolving Credit Commitments pursuant to Section 2.01(b).

 

“Other Revolving Credit Commitments” means one or more Classes of revolving commitments hereunder that result from a Refinancing Amendment.

 

“Other Revolving Loans” means one or more Classes of revolving credit loans made pursuant to Other Revolving Credit Commitments that result from a Refinancing Amendment.

 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing, or similar Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document. “Outstanding Amount” means (a) with respect to Term Loans and Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Loans, as the case may be, occurring on such date and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

 

“Participant” has the meaning specified in Section 10.06(d).

 

“Pass-Through Foreign Holdco” means any direct or indirect Domestic Subsidiary that has no material assets other than the Equity Interests and, if applicable, indebtedness of one or more Foreign Subsidiaries.

 

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into Law on October 26, 2001)).

 

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“Payment in Full” shall mean (a) the termination of all Commitments, (b) the cancellation or expiration of each Letter of Credit (except to the extent cash collateralized or backstopped, in each case, in a manner agreed to by the Borrower and the applicable L/C Issuer or as to which other arrangements reasonably satisfactory to the applicable L/C Issuer shall have been made) and (c) the payment in full in cash of all Loans and other amounts owing to any Lender, any Agent, or the Arrangers in respect of the Financing Obligations (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements).

 

“Payment Recipient” has the meaning assigned to it in Section 9.12(a).

 

“PBGC” means the Pension Benefit Guaranty Corporation.

 

“Permitted Acquisition” means any Acquisition by the Borrower or any Restricted Subsidiary that satisfies the following conditions: (i) the Acquisition will be limited to purchase or acquisition of Royalty Assets, (ii) in the case of an Acquisition of Capital Stock constituting a controlling interest in an entity, the board of directors (or other comparable governing body) of such other Person shall have approved the Acquisition and (iii) subject to Section 1.03(d), (A) no Event of Default shall exist and be continuing immediately before or immediately after giving effect thereto, and (B) after giving effect to such Acquisition on a Pro-Forma Basis, the Borrower shall be in compliance with Section 7.10 as of the last day of the most recent fiscal quarter of the Borrower ending on or prior to the date of such Acquisition, and for the period of four consecutive fiscal quarters ending on such day; provided that the aggregate amount of acquisitions made by the Borrower and its Restricted Subsidiaries in Persons that do not become Loan Parties as a result of any such acquisition and all other Permitted Acquisitions closed on or after the Closing Date shall not exceed the Non-Loan Party Cap. For the avoidance of doubt, the acquisition of Royalty Assets in the form of installment payments financing (including by agreement to pay research and development expenses) shall (if otherwise satisfying the conditions specified in this definition) constitute a Permitted Acquisition (each such acquisition an “Installment Acquisition”) and the consideration in respect of Installment Acquisitions shall not constitute operating payments for purposes of calculating Consolidated EBITDA.

 

“Permitted Holder” means (1) the General Partner, (2) the Ultimate Parent and (3) HCRX Feeder Fund, L.P., a Delaware limited partnership.

 

“Permitted Liens” means those Liens permitted by Section 7.01.

 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

 

“Platform” has the meaning specified in Section 6.02.

 

“Pledge Agreement” means, as the context requires, (a) the Pledge Agreement, substantially in the form of Exhibit H hereto, dated as of the date hereof between the General Partner and the Collateral Agent, with respect to the GP Collateral, as the same may be amended, modified or supplemented from time to time and/or (b) any additional pledge agreement entered into by the General Partner after the Closing Date, with respect to the GP Collateral; provided that the terms of any such pledge agreement in this clause (b) shall be reasonably satisfactory to the Administrative Agent (it being understood and agreed that the terms thereof shall be deemed to be reasonably satisfactory to the Administrative Agent so long as such terms are substantially similar to the terms of the Pledge Agreement referred to in the preceding clause (a) and, taken as a whole, are not materially less favorable to the Lenders than the terms of the Pledge Agreement referred to in the preceding clause (a), as determined by the Borrower and the Administrative Agent in good faith).

 

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“Pre-Commitment Information” means, taken as an entirety, (i) information with respect to the Borrower and its Subsidiaries contained in the Information Memorandum and (ii) any other written information in respect of the Borrower, any Subsidiary of the Borrower or the Reorganization authorized by the Borrower to be provided to any Agent or Lender by or on behalf of the Borrower prior to the Closing Date.

 

“Prepayment Notice” means a notice of the prepayment of Revolving Loans or Term Loans pursuant to Section 2.03(c), which shall be substantially in the form of Exhibit A-2.

 

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).

 

“Pro-Forma Basis” means, with respect to any transaction, for purposes of determining compliance with the financial covenants hereunder and for determining whether an Acquisition is a Permitted Acquisition, that such transaction shall be deemed to have occurred as of the first day of the period of four consecutive fiscal quarters ending as of the end of the most recent fiscal quarter for which annual or quarterly financial statements shall have been delivered in accordance with the provisions hereof. Further, for purposes of making calculations on a “Pro-Forma Basis” hereunder, (a) in the case of any Disposition, (i) payments and distributions of the type described in clause (a) of the definition of Consolidated EBITDA, operating expenses of the type described in clause (b) of the definition of Consolidated EBITDA(in each case determined on a cash basis and whether positive or negative), attributable to the property, entities or business units that are the subject of such Disposition shall be excluded to the extent relating to any period prior to the date thereof and (ii) indebtedness paid or retired in connection with such Disposition shall be deemed to have been paid and retired as of the first day of the applicable period; and (b) in the case of any Acquisition, (i) payments and distributions of the type described in clause (a) of the definition of Consolidated EBITDA, operating expenses of the type described in clause (b) of the definition of Consolidated EBITDA(in each case determined on a cash basis and whether positive or negative), attributable to the property, entities or business units that are the subject thereof shall be included for purposes of making calculations on a Pro-Forma Basis to the extent relating to any period prior to the date thereof and (ii) indebtedness incurred in connection with any Acquisition shall be deemed to have been incurred as of the first day of the applicable period (and interest expense shall be imputed for the applicable period assuming prevailing interest rates hereunder).

 

“Property” means an interest of any kind in any property or asset, whether real, personal or mixed, and whether tangible or intangible.

 

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“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

 

“Public Lender” has the meaning specified in Section 6.02.

 

“QMA Notice” has the meaning set forth in the definition of “Qualifying Material Acquisition”.

 

“QMA Notice Date” means, with respect to any QMA Notice, the date on which such QMA Notice is delivered to the Administrative Agent.

 

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

 

“Qualifying IPO” means any transaction or series of related transactions that results in any of the common Capital Stock of the Borrower (or any direct or indirect parent company of the Borrower) being publicly traded on any U.S. national securities exchange or any analogous exchange or any recognized securities exchange in Canada, the United Kingdom, Hong Kong or any country in the European Union.

 

“Qualifying Lender” has the meaning assigned to such term in the definition of “Dutch Auction”.

 

“Qualifying Material Acquisition” means any Permitted Acquisition, or the last to occur of a series of up to three consecutive or non-consecutive Permitted Acquisitions consummated within a period of six consecutive months, if the aggregate amount of consideration paid by the Borrower or the applicable Subsidiary for such Permitted Acquisition (or if applicable, Permitted Acquisitions) is in the aggregate at least $500,000,000 and the Borrower has designated such transaction as a “Qualifying Material Acquisition” by written notice (a “QMA Notice”) to the Administrative Agent; provided that such QMA Notice shall be irrevocable and the applicable QMA Notice Date must occur on or prior to the date that is 90 days after the consummation of such Permitted Acquisition (or, if applicable, second or third Permitted Acquisition) (such date of consummation, the “Consummation Date”).

 

“Quarterly Financial Statements” means the unaudited combined statement of assets, liabilities and partners’ capital of the Legacy Partnership for the fiscal quarter ended March 31, 2021, and the related consolidated statements of operations, changes in partners’ equity and cash flows for such fiscal quarter.

 

“Reference Rate” means (i) with respect to the calculation of the All-In Yield in the case of Term Loans of an applicable Class that includes a Eurodollar Rate floor, an interest rate per annum equal to the rate per annum equal to LIBOR, as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, on such day for Dollar deposits with a term of three months, or if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on such day with a term of three months would be offered by the Administrative Agent’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m., London time, on such date and (ii) with respect to the calculation of the All-In Yield in the case of Term Loans of an applicable Class that includes a Base Rate floor, the interest rate per annum equal to the highest of (A) the Federal Funds Rate plus 1/2 of 1%, (B) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (C) the Eurodollar Rate on such day for an Interest Period of one month plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day).

 

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“Refinance,” “Refinancing” and “Refinanced” shall have the meanings provided in the definition of the term “Refinancing Debt.”

 

“Refinanced Debt” has the meaning provided in the definition of the term “Refinancing Debt”.

 

“Refinancing Debt” means, with respect to any Funded Debt (the “Refinanced Debt”), any Funded Debt issued, incurred or otherwise obtained in exchange for or as a replacement of (including by entering into alternative financing arrangements in respect of such exchange or replacement (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such Funded Debt has been terminated and including, in each case, by entering into any credit agreement, loan agreement, note purchase agreement, indenture or other agreement), or the net proceeds of which are to be used for the purpose of modifying, extending, refinancing, renewing, replacing, redeeming, repurchasing, defeasing, amending, supplementing, restructuring, repaying or refunding (collectively to “Refinance” or a “Refinancing” or “Refinanced”), such Refinanced Debt (or previous refinancing thereof constituting Refinancing Debt); provided that:

 

(a)the original principal amount of any such Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Debt outstanding immediately prior to such Refinancing except by an amount equal to the unpaid accrued interest and premium (including any tender premiums) and penalties (if any) thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder;

 

(b)such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums, if any, in connection therewith shall be paid, on the date such Refinancing Debt is issued, incurred or obtained and, if such Refinancing Debt consists, in whole or in part, of revolving commitments or revolving loans, such revolving commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Debt is issued, incurred or obtained;

 

(c)subject to the Inside Maturity Excluded Amount, (A) in the case of term Refinancing Debt, shall have a final maturity date equal to or later than the final maturity date of, and shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Refinanced Debt (without giving effect to any amortization or prepayments thereof prior to the time of such Refinancing) as of the date of determination, and (B) in the case of revolving Refinancing Debt, does not mature (or require commitment reductions or amortization) prior to the final stated maturity date of the Refinanced Debt other than in connection with a voluntary reduction of commitments or availability thereunder prior to the maturity thereof;

 

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(d)such Refinancing Debt may provide for the ability to participate (x) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Term Loans made pursuant to Section 2.03(a) and (y) to the extent secured on a pari passu basis with the initial Term Loans, on a pro rata basis (but not on a greater than pro rata basis other than in the case of a prepayment with proceeds of Funded Debt refinancing the Refinanced Debt) in any mandatory prepayment of Term Loans required pursuant to Section 2.03(b) or less than a pro rata basis with any then-outstanding Term Facility;

 

(e)the other terms of all such Refinancing Debt (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and optional prepayment or optional redemption premiums and terms) (when taken as a whole) are (x) not materially more favorable to the lenders or other investors providing such Funded Debt than those applicable to the Refinanced Debt (when taken as a whole, as determined by the Borrower in good faith) or (y) on then-current market terms (as determined by the Borrower in good faith);

 

(f)no Event of Default shall exist immediately prior to or after giving effect to the incurrence or issuance of such Refinancing Debt (except in connection with any acquisition or other Investment or irrevocable repayment or redemption of Funded Debt, where no such Event of Default shall exist at the time as elected by the Borrower pursuant to Section 1.03(d)); and

 

(g)if such Refinanced Debt (i) is subordinated in right of payment to the Finance Obligations, such Refinancing Debt shall also be subordinated in right of payment to the Finance Obligations on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Refinanced Debt (as determined by the Borrower in good faith), (ii) is unsecured, such Refinancing Debt shall also be unsecured, (iii) is secured on a junior basis to the Finance Obligations, such Refinancing Debt shall be secured on a junior basis to the Finance Obligations or unsecured and (iv) is secured, the terms and conditions relating to collateral of any such Refinancing Debt, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions with respect to the collateral for the Refinanced Debt, taken as a whole, (as determined by the Borrower in good faith) and the Liens on any Collateral securing any such Refinancing Debt shall have the same (or lesser) priority relative to the Liens on the Collateral securing the Finance Obligations and, if secured by the Collateral, the holders of such Refinancing Debt or a representative thereof shall be or become a party to a Market Intercreditor Agreement;

 

provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Funded Debt (or such shorter period as may be agreed by the Administrative Agent in its discretion), together with a reasonably detailed description of the material terms and conditions of such Funded Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement in this definition shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

 

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Refinancing Debt may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (iii) of this definition) if (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clause (iii) above, provided that, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (v) of this definition shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions.

 

“Refinancing Amendment” means an amendment, supplement or joinder to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and the Lenders providing Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Credit Commitments or Other Revolving Loans, in each case, in accordance with Section 2.14.

 

“Refinancing Facility” means, at any time, as the context may require, the aggregate amount of Refinancing Term Commitments and/or Other Revolving Credit Commitments of a given Refinancing Series at such time and, in each case, but without duplication, the Credit Extensions made thereunder.

 

“Refinancing Series” means all Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Loans that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans, Refinancing Term Commitments, Other Revolving Credit Commitments or Other Revolving Loans provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same All-In Yield and, in the case of Refinancing Term Loans or Refinancing Term Commitments, amortization schedule.

 

“Refinancing Term Commitments” means one or more Classes of Term Commitments that are established to fund Refinancing Term Loans hereunder pursuant to a Refinancing Amendment.

 

“Refinancing Term Loan Borrowing” means a borrowing consisting of one or more simultaneous Refinancing Term Loans of the same Type under a Refinancing Facility and, in the case of Eurodollar Rate Loans, having the same Interest Period made pursuant to Section 2.14.

 

“Refinancing Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

 

“Register” has the meaning specified in Section 10.06(c).

 

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“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as amended, or any successor regulation.

  

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

 

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

 

“Reply Amount” has the meaning specified in the definition of “Dutch Auction”.

 

“Reply Price” has the meaning assigned to such term in the definition of “Dutch Auction”.

 

“Repricing Transaction” means any refinancing, refunding, replacement or repricing, in whole or in part, of any of the Term Loans, directly or indirectly, (x) from, or in anticipation of the receipt of, the proceeds of any broadly syndicated term loans secured by a Lien on the Collateral that is pari passu basis with the Lien securing the initial Term Loans (whether issued in one transaction or a series of related transactions, and including, without limitation, any Incremental Term Loans or Credit Agreement Refinancing Debt, in each case in the form of broadly syndicated term loans secured by a Lien on the Collateral that is pari passu with the Lien securing the initial Term Loans), or (y) pursuant to any amendment (other than any amendment to a financial covenant herein or in the component definitions thereof that may result in a repricing) to this Agreement, in any case and for any series of related transactions determined across all such transactions, having or resulting in an effective interest rate or weighted average yield (to be determined by the Administrative Agent, after giving effect to margins, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof generally and in their capacity as lenders or holders) as of the date of such refinancing, refunding, replacement or repricing that is, or could be, by the express terms of such Funded Debt (and not by virtue of any fluctuation in the Adjusted Eurodollar Rate or Base Rate), less than the Applicable Rate for, or weighted average yield (to be determined by the Administrative Agent, on the same basis as above) of such Term Loans immediately prior to such refinancing, refunding, replacement or repricing; provided, that in no event shall any such refinancing, refunding, replacement, repricing or amendment constitute a Repricing Transaction if (i) the primary purpose thereof (as determined by the Borrower in good faith) was not to reduce the yield applicable to the applicable Term Loans or (ii) such refinancing, refunding, replacement, repricing or amendment was entered into in connection with a Change of Control, a Qualifying IPO or a Transformative Acquisition.

 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans or a Committed Loan Notice, as applicable and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

 

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“Required Facility Lenders” means, as of any date of determination, with respect to any Facility, Lenders having more than 50% of the sum of the (i) the Total Outstandings under such Facility (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations under such Facility being deemed “held” by such Lender for purposes of this definition) plus (ii) the aggregate unused Commitments, if any, under such Facility; provided that the unused Commitment and the portion of the Loans, if any, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders.

 

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

 

“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit Lenders.

 

“Required Term B-1 Term Lenders” means, as of any date of determination, Term B-1 Term Lenders holding more than 50% of the Term B-1 Term Facility on such date; provided that the portion of the Term B-1 Term Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B-1 Term Lenders.

 

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 

“Responsible Officer” means with respect to any Person, any officer of such Person who is authorized to act for such Person in matters relating to such entity, but in any event, with respect to financial matters, the chief financial officer, chief accounting officer, treasurer or similar financial officer of such Person. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

 

“Restricted Subsidiary” shall mean any Subsidiary other than an Unrestricted Subsidiary.

 

“Return Bid” has the meaning assigned to such term in the definition of “Dutch Auction”.

 

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“Royalty Assets” means (i) intellectual property (including patents) or debt instruments related to, or contractual rights to income or royalties (the structure of which may be in the form of, without limitation, royalty acquisitions, synthetic royalties, royalty notes, convertible debt and structured debt) derived from the sales of, or revenues generated, or to be generated, by, pharmaceutical, medical, health care and/or biopharmaceutical products, processes, devices, or enabling or delivery technologies that are protected by patents, governmental or other regulations or otherwise by contract, and/or (ii) the securities of entities that hold, directly or indirectly, such interests including, without limitation, securities convertible into the foregoing, and any securities investments or contracts that may provide a hedge for such investments.

 

“Royalty Proceeds” has the meaning set forth in Section 6.11(a).

 

“Revolving Credit Borrowing” means a borrowing consisting of one or more simultaneous Revolving Loans of the same Class and Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made pursuant to Section 2.01(b).

 

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its Original Revolving Credit Commitment and shall include, as the context may require, any Incremental Revolving Credit Commitments and Other Revolving Credit Commitments of such Revolving Credit Lender.

 

“Revolving Credit Facility” means the collective reference to the Original Revolving Credit Facility and any additional revolving credit facilities resulting from Incremental Revolving Credit Commitments and Other Revolving Credit Commitments and the Credit Extensions made thereunder, or, as the context may require, to any of such revolving credit facilities individually.

 

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or that has Revolving Loans or risk participations in L/C Obligations outstanding at such time.

 

“Revolving Loan” has the meaning specified in Section 2.01(b) and shall include, as the context may require, any Incremental Revolving Loans or Other Revolving Loans.

 

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc. and any successor thereto.

 

“Sanction(s)” means any economic or financial sanction administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. State Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, in each case to the extent applicable to the Borrower or any Subsidiaries.

 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

 

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

 

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“Secured Hedge Agreement” means any Swap Contract entered into by and between the Borrower and any Hedge Bank.

 

“Secured Parties” means, collectively, the Senior Credit Parties, the Hedge Banks, the Cash Management Banks and the other Persons the Finance Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

 

“Security Agreement” means the Security Agreement, substantially in the form of Exhibit F hereto, dated as of the date hereof among the Borrower, any Guarantors from time to time party thereto and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

 

“Senior Credit Obligations” means, with respect to each Loan Party, without duplication:

 

(a)in the case of the Borrower, all principal of and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, whether or not allowed or allowable as a claim in any such proceeding) on any Loan under, any Note issued, or any Letter of Credit issued pursuant to, this Agreement or any other Loan Document;

 

(b)all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by such Loan Party (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to such Loan Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement, any other Loan Document or any Letter of Credit;

 

(c)all expenses of the Agents as to which one or more of the Agents have a right to reimbursement by such Loan Party under Section 10.04(a) of this Agreement or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral to the extent permitted under any Loan Document or applicable Law;

 

(d)all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by such Loan Party under Section 10.04(b) of this Agreement or under any other similar provision of any other Loan Document;

 

(e)in the case of each Guarantor, all amounts now or hereafter payable by such Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, such Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the part of such Guarantor, pursuant to this Agreement, the Guaranty, any other Loan Document or any Letter of Credit; together in each case with all renewals, modifications, consolidations or extensions thereof; and

 

(f)Erroneous Payment Subrogation Rights.

 

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“Senior Credit Party” means each Lender, the Administrative Agent, each L/C Issuer, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, the Collateral Agent and each Indemnitee and their respective successors and assigns, and “Senior Credit Parties” means any two or more of them, collectively.

 

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

 

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

 

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

 

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

 

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (v) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

 

“Specified Event of Default” means an Event of Default pursuant to Section 8.01(a) or Section 8.01(f).

 

“Subject Proceeds” has the meaning specified in Section 2.03(b)(ii).

 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company, statutory trust or other business entity as to which a majority of the beneficial or other ownership interests therein, or a majority of the shares of securities thereof or other interests therein having ordinary voting power for the election of the directors or other governing body thereof (other than securities or interests having such power only by reason of the happening of a contingency), in each case are at the time beneficially owned, or the management of such business entity is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by, such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

 

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“Support Obligations” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such indebtedness or other obligation of the payment or performance of such indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any indebtedness or other obligation of any other Person, whether or not such indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such indebtedness to obtain any such Lien). The amount of any Support Obligations shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

  

“Swap Contract” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

 

“Swap Obligations” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such Person in respect of any Swap Contract.

 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (i) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

 

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“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement that is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.

 

“Tax Distributions” means, with regard to any period, the amount of distributions that Holdings would be required to make to Healthcare Royalty Holdings, L.P. in order to permit Healthcare Royalty Holdings, L.P. to (1) make the EPA Advance as required and defined in Section 7.2(e) of the Amended and Restated Limited Partnership Agreement of Healthcare Royalty Holdings, L.P. for such period and (2) make sufficient distributions up to an amount that would allow Ultimate Parent to satisfy its Tax liability attributable to the income of Holdings and its Subsidiaries that is allocable to Ultimate Parent for such period (other than any such Taxes withheld from payments by Ultimate Holdings to third parties, and any such Taxes that are paid or payable by Holdings or its Subsidiaries directly to taxing authorities on behalf of Ultimate Parent) and would allow the other holders of Class A Units and Class B Units of Holdings to receive the same amount per Class A or Class B Unit as Ultimate Parent; provided, that any amounts distributed hereunder in respect of any Taxes attributable to the income of Unrestricted Subsidiaries may be made only to the extent that such Subsidiaries have made cash payments for Tax Distribution purposes to any Loan Party or Restricted Subsidiary. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

 

“Term B-1 Term Borrowing” means a borrowing consisting of simultaneous Term B-1 Term Loans of the same Type under the Term B-1 Facility and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B-1 Term Lenders pursuant to Section 2.01(a).

 

“Term B-1 Term Commitment” means, as to each Term B-1 Term Lender, its obligation to make a Term B-1 Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term B-1 Lender’s name on Schedule 2.01 under the caption “Term B-1 Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term B-1 Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Closing Date, the aggregate amount of the Term B-1 Commitments of the Term B-1 Lenders is $850,000,000.

 

“Term B-1 Term Facility” means, at any time (a) prior to the funding of the Term B-1 Loans on the Closing Date, the aggregate amount of Term B-1 Commitments at such time and (b) thereafter, the aggregate principal amount of the Term B-1 Term Loans of all Term B-1 Lenders outstanding at such time.

 

“Term B-1 Term Lender” means, at any time, (a) prior to the funding of the Term B-1 Loans on the Closing Date, any Lender that has a Term B-1 Commitment at such time and (b) thereafter, any Lender that holds Term B-1 Term Loans at such time.

 

“Term B-1 Term Loan” means, a loan made by a Term B-1 Term Lender under the Term B-1 Term Facility, including any Incremental Term Loan made as a Term B-1 Term Loan.

 

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“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Class and Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the applicable Term Lenders.

 

“Term Commitment” means, as to each Term Lender, its Term B-1 Term Commitment, any Incremental Term Commitment or any Refinancing Term Commitment, as context may require, and “Term Commitments” means any two or more of them, collectively.

 

“Term Facility” means, at any time, the Term B-1 Term Facility or any Incremental Term Loan Tranche, and “Term Facilities” means any two or more of them, collectively.

 

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

 

“Term Loan” means a Term B-1 Term Loan, or any Incremental Term Loan, and “Term Loans” means any two or more of them, collectively.

 

“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

 

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations.

 

“Threshold Amount” means $100,000,000.

 

“Transaction” means, collectively, (i) the initial public offering of the common Capital Stock of Ultimate Holdings on the Closing Date, (ii) the entering into by Holdings, the Borrower and the other Loan Parties of the Loan Documents to which they are or are intended to be a party on the Closing Date, (iii) the initial Credit Extensions on the Closing Date, (iv) the issuance by the Borrower of the 2029 Senior Notes on the Closing Date and (v) the payment of the fees and expenses incurred in connection with the consummation of any of the foregoing.

 

“Transformative Acquisition” means any acquisition or Investment by the Borrower or any Restricted Subsidiary that either (a) is not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

 

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

 

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

 

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“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

 

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 

“Ultimate Parent” means Healthcare Royalty, Inc.

 

“United States” and “US” mean the United States of America.

 

“Unrestricted Cash” means, as of any date of determination, the aggregate amount of all cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries that are not “restricted” for purposes of GAAP; provided, however, that the aggregate amount of Unrestricted Cash shall not include any cash or Cash Equivalents that are subject to a Lien (other than any Lien in favor of the Collateral Agent).

 

“Unrestricted Subsidiary” shall mean any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 6.14 that has not subsequently been designated as a Restricted Subsidiary pursuant to Section 6.14.

 

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

 

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.01(e)(ii).

 

“Voting Stock” means, with respect to any Person, the Equity Interests of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

 

“Weighted Average Life to Maturity” means, when applied to any indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such indebtedness.

 

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

 

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Section 1.02         Other Interpretative Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

 

(a)            The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

 

(b)            In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

 

(c)            Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

 

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(d)            References to a “Person and its Subsidiaries” or to a “Person or any Subsidiary” (or words of similar import) means to the Borrower and its Subsidiaries, unless otherwise specified.

 

Section 1.03         Accounting Terms and Determinations.

 

(a)             Generally. Subject to Section 1.03(b), all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Funded Debt of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

 

(b)            Changes in GAAP. If at any time any change in GAAP or in the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

 

(c)            Computation of Certain Financial Covenants. Unless otherwise specified herein, all defined financial terms (and all other definitions used to determine such terms) shall be to those determined and computed in respect of the Consolidated Group.

 

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(d)            Limited Condition Transactions. Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro-Forma Basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or financial test (including Section 7.10 hereof, any Consolidated Total Net Leverage Ratio test, Consolidated Senior Secured Net Leverage Ratio test or Consolidated Fixed Charge Coverage Ratio test) and/or any cap expressed as a percentage of Consolidated EBITDA or consolidated total assets, (ii) accuracy of any representation or warranty and/or the absence of a Default or Event of Default (or any type of default or event of default) or (iii) compliance with any basket or other condition (including any basket measured as a percentage of Consolidated EBITDA or consolidated total assets), as a condition to (A) the consummation of any transaction (including in connection with any acquisition, consolidation, business combination or similar Investment or the assumption or incurrence of Funded Debt), (B) the making of any Distributions and/or (C) the making of any prepayment of Funded Debt, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any acquisition, consolidation, business combination or similar Investment, any Disposition any incurrence of Funded Debt or any transaction relating thereto, at the time of (or on the basis of the financial statements for the most recently ended four consecutive fiscal quarters at the time of) either (x) the execution of the definitive agreement with respect to such acquisition, consolidation, business combination, similar Investment or Disposition or the establishment of a commitment with respect to such Funded Debt or (y) the consummation of such acquisition, consolidation, business combination, Investment or Disposition or the incurrence of such Funded Debt, (2) in the case of any Distributions, at the time of (or on the basis of the financial statements for the most recently ended four consecutive fiscal quarters at the time of) (x) the declaration of such Distributions or (y) the making of such Distributions and (3) in the case of any prepayment of Funded Debt, at the time of (or on the basis of the financial statements for the most recently ended four consecutive fiscal quarters at the time of) (x) delivery of notice with respect to such prepayment of Funded Debt or (y) the making of such prepayment of Funded Debt, in each case, after giving effect on a Pro-Forma Basis to the relevant acquisition, consolidation, business combination or similar Investment, Distributions and/or prepayment of Funded Debt, incurrence of Funded Debt or other transaction (including the intended use of proceeds of any Funded Debt to be incurred in connection therewith) and, with respect to any other acquisition, consolidation, business combination or similar Investment, Distributions, prepayment of Funded Debt, incurrence of Funded Debt or other transaction that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.03(d) (a “Previously Elected Transaction”), assuming that such Previously Elected Transaction has been consummated and that such Previously Elected Transaction has not been consummated. For the avoidance of doubt, if the Borrower shall have elected the option set forth in clause (x) of any of the preceding clauses (1), (2) or (3) in respect of any transaction, then the Borrower shall only be required to satisfy the applicable test or condition at the time set forth in such clause (x) with respect to such transaction, and shall not be required to satisfy the applicable test or condition at any subsequent time with respect to such transaction. For the avoidance of doubt, the provisions of this paragraph (d) shall apply in respect of the incurrence of any Incremental Term Loans, Incremental Equivalent Debt or any other incurrence or assumption of Funded Debt.

 

Section 1.04         Rounding. Any financial ratios required to be maintained by any member of the Consolidated Group pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

 

Section 1.05         Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

 

Section 1.06         Letter of Credit Amounts. With respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

 

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Section 1.07         Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate determined by the Administrative Agent or the applicable L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent or the applicable L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the applicable L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

 

Section 1.08         Cashless Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans to the Borrower hereunder with Incremental Loans, Credit Agreement Refinancing Debt, pursuant to a Loan Modification Agreement or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars”, “in immediately available funds”, “in Cash” or any other similar requirement.

 

Section 1.09         Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate or the effect of any of the foregoing.

 

Section 1.10         Delaware LLC Divisions. For all purposes under the Loan Documents, in connection with any Delaware LLC Division: (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a Delaware Divided LLC, then it shall be deemed to have been transferred from the original Person to the Delaware Divided LLC, and (b) if a Delaware Divided LLC comes into existence, such Delaware Divided LLC shall be deemed to have been organized on the first date of its existence by the holders of the Capital Stock at such time.

 

Article II.
THE TERM COMMITMENTS AND TERM LOANS

 

Section 2.01         Loans and Commitments.

 

(a)            Term B-1 Term Loans. Subject to the terms and conditions set forth herein, each Term B-1 Term Lender severally agrees to make Term B-1 Term Loans in Dollars to the Borrower on the Closing Date in an amount not to exceed the Term B-1 Commitment of such Term B-1 Term Lender. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Each Term B-1 Term Lender’s Term B-1 Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term B-1 Term Loan Commitment on the Closing Date.

 

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(b)            Revolving Credit Commitments. Subject to the terms and conditions set forth herein, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower in Dollars from time to time on any Business Day during the applicable Revolving Credit Commitment Period in an aggregate amount not to exceed at any one time outstanding the Revolving Credit Commitment of such Revolving Credit Lender; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Amounts borrowed pursuant to this Section 2.01(b) may be repaid and reborrowed during the applicable Revolving Credit Commitment Period.

 

Section 2.02      Borrowings, Conversions and Continuations of Loans.

 

(a)            Procedures for Term Loan Borrowing.

 

(i)            Each Term Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 A.M. (i) three Business Days prior to the requested date of any Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Term Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such Term Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 A.M., three Business Days before the requested date of such Term Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period of other than one, three of six months has been consented to by all the Lenders. Each Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Term Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term B-1 Term Borrowing, a conversion of Term Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Term Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Term Loans to be borrowed, converted or continued, (iv) the Type of Term Loans to be borrowed or to which existing Term Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Term Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

 

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(ii)            Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Term Facility of the applicable Term B-1 Term Loans covered by the Committed Loan Notice, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a)(i). Each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 P.M. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 (or, if such Term Borrowing is an Incremental Term Loan, Section 2.12(g) or, if such Term Borrowing is of Credit agreement Refinancing Debt, Section 2.14), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citibank, N.A. with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

 

(b)            Procedures of Revolving Credit Borrowings.

 

(i)            Each Revolving Credit Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of Revolving Loans that are Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 A.M. (i) three Business Days prior to the requested date of any Revolving Credit Borrowing of conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Revolving Credit Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such Revolving Credit Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 A.M., three Business Days before the requested date of such Revolving Credit Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period of other than one, three of six months has been consented to by all the Lenders. Each Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Revolving Credit Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Revolving Credit Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted or continued, (iv) the Type of Revolving Loans to be borrowed or to which existing Term Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Revolving Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Revolving Credit Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

 

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(ii)            Following receipt of a Committed Loan Notice with respect to a Revolving Credit Borrowing, the Administrative Agent shall promptly notify each Revolving Credit Lender of the amount of its Revolving Percentage under the applicable Revolving Credit Facility of the applicable Revolving Loans covered by the Committed Loan Notice, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(b)(i). Each Appropriate Lender shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 P.M. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 or Section 4.02, as applicable (or, if such Revolving Credit Borrowing is an Incremental Revolving Loan, Section 2.12(g) or, if such Revolving Borrowing is of Credit Agreement Refinancing Debt, Section 2.14), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Citibank, N.A. with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. If, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

 

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(c)            Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Revolving Credit Lenders or the Required Term B-1 Lenders, as applicable.

 

(d)            The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Citibank N.A.’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

 

(e)            After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of the Facilities.

 

Section 2.03      Prepayments.

 

(a)            Optional. The Borrower may at any time or from time to time voluntarily prepay Term Loans or Revolving Loans in whole or in part without premium or penalty (other than (x) in the case of Eurodollar Rate Loans, any amounts required pursuant to Section 3.05, (y) any amounts required pursuant to Section 2.03(d) and (z) in the case of any Incremental Term Loans, any premium contained in the applicable Incremental Commitment Amendment); provided that: (A) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (B) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied among all outstanding Term Facilities in each case as directed by the Borrower and, within any given Term Facility, shall be applied as directed by the Borrower to the principal installments thereof (or, failing such direction, ratably among the Term Facilities and to the principal repayment installments thereof in inverse order of scheduled maturities), and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the applicable Term Facility. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

 

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(b)            Mandatory.

 

(i)            Consolidated Excess Cash Flow. On or prior to the tenth Business Day after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (commencing with those delivered for the fiscal year ending December 31, 2022), the Borrower shall prepay an aggregate principal amount of Term Loans equal to (the “ECF Prepayment Amount”) (A) the Applicable ECF Percentage of Consolidated Excess Cash Flow for the fiscal year covered by such financial statements, minus (B) solely to the extent not deducted in the calculation of Consolidated Excess Cash Flow, the sum of (1) all voluntary prepayments of Term Loans, loans under any Incremental Equivalent Debt, Revolving Loans and/or loans under other Funded Debt, in each case, secured on a pari passu or junior basis with the Liens securing the Financing Obligations hereunder, in each case, made during such fiscal year or after the end of such fiscal year and prior to the date such ECF Prepayment Amount is due (in the case of any such Revolving Loans or other revolving indebtedness prepaid, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments are financed with internally generated cash of the Borrower or any Restricted Subsidiary or the sale or issuance of Equity Interests in the Borrower (and not from the proceeds of Funded Debt) and, in the case of all such prepayments made after the end of such fiscal year and prior to the date such Consolidated Excess Cash Flow prepayment is due, provided that such amount so deducted shall not be deducted from the amount due pursuant to this Section 2.03(b)(i) in any subsequent period), minus (2) repurchases of Term Loans purchased pursuant to Section 10.06(h), limited to the actual purchase price paid in cash and to the extent financed with internally generated cash of the Borrower or any Restricted Subsidiary or the sale or issuance of Equity Interests in the Borrower (and not from the proceeds of Funded Debt), in each case, made during such fiscal year or after the end of such fiscal year and prior to the date such Excess Cash Flow prepayment is due and, in the case of all such repurchases made after the end of such fiscal year and prior to the date such Excess Cash Flow prepayment is due, provided that such amount so deducted shall not be deducted from the amount due pursuant to this Section 2.03(b)(i) in any subsequent period; minus (3) an amount equal to the Distributions that the Borrower would have been permitted to make in such period pursuant to Section 7.06 (whether or not actually made) (such prepayment to be applied as set forth in clause (iv) below); provided that prepayments pursuant to this Section 2.03(b)(i) shall only be required to the extent the amount due pursuant to this Section 2.03(b)(i) (if any) for such period is in excess of $[ l ] and only with respect to the amount due pursuant to this Section 2.03(b)(i) in excess thereof. As used in this Section 2.03(b)(i), the term “Applicable ECF Percentage” for any fiscal quarter means (i) 0.0%, if the Consolidated Senior Secured Net Leverage Ratio as of the last day of such prior fiscal quarter was equal to or less than 3.50 to 1.00, (ii) 25.0%, if the Consolidated Senior Secured Net Leverage Ratio as of the last day of such prior fiscal quarter was greater than 3.50 to 1.00 but equal to or less than 4.00 to 1.00 or (iii) 50.0% if the Consolidated Senior Secured Net Leverage Ratio as of the last day of such prior fiscal quarter was greater than 4.00 to 1.00. Notwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower (or any Restricted Subsidiary thereof) is also required to prepay, repurchase or offer to prepay or repurchase any Funded Debt permitted hereunder that is secured on a pari passu basis with any Senior Credit Obligation pursuant to the terms of the documentation governing such Funded Debt (such Funded Debt required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly; it being understood and agreed that (x) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (y) to the extent the holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

 

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(ii)            Dispositions. The Borrower or any other member of the Consolidated Group, as the case may be, shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds from any Disposition (other than any Disposition permitted pursuant to Section 7.05 (except pursuant to Section 7.05(a) or (b)) or Involuntary Disposition by the Borrower or such other member of the Consolidated Group within 10 Business Days of receipt thereof by such Person to the extent such proceeds are not reinvested within 18 months after receipt of such Net Cash Proceeds (or reinvested within 24 months after receipt thereof if a contractual commitment to reinvest is entered into within 18 months after receipt thereof) in similar assets or in Royalty Assets (including any such assets that are acquired through a Permitted Acquisition or other Investment, but in any case subject to Section 7.02 and the Non-Loan Party Cap set forth therein); provided that the Borrower may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior to the receipt of the applicable Net Cash Proceeds as having been reinvested in accordance with the provisions of this clause (ii), but only to the extent such deemed expenditure shall have been made no earlier than the earlier of the execution of a definitive agreement with respect to such Disposition or the consummation of the applicable Disposition or Involuntary Disposition; provided, further, that no such prepayment shall be required under this clause (ii) with respect to any Disposition or Involuntary Disposition that does not result in Net Cash Proceeds in excess of $10,000,000 per Disposition or Involuntary Disposition or series of related Dispositions or Involuntary Dispositions (the amounts so required to prepay Term Loans pursuant to this clause (ii), the “Subject Proceeds”). Notwithstanding the foregoing, if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Subsidiaries is required to repay or repurchase (or offer to repay or repurchase) any Other Applicable Indebtedness with Subject Proceeds, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood and agreed that (x) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(ii) shall be reduced accordingly and (y) to the extent the holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

 

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(iii)            Debt Transactions. The Borrower or any of its Subsidiaries, as the case may be, shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received from any Debt Transaction immediately upon receipt thereof by the Borrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (iv) below).

 

(iv)            Application of Mandatory Prepayments. Subject to the next sentence, each mandatory prepayment of Loans pursuant to this Section 2.03(b) shall be applied, first, to the Term Loans held by all Term Lenders in accordance with their Applicable Percentages (allocated within each Class of Term Loans as directed by the Borrower in its sole discretion and, absent such direction, to the scheduled amortization payments in direct order of maturity and to each Term Lender on a pro rata basis in accordance with the principal amount of the applicable Term Loans held thereby), second, any excess after the application of such proceeds in accordance with clause first above, to the Revolving Credit Facility in the manner set forth in clause (vi) of this Section 2.03(b) and third, any excess after the application of such proceeds in accordance with clauses first and second above may be retained by the Borrower. Except with respect to Term Loans incurred in connection with any Refinancing Amendment or any Incremental Commitment Amendment (which, in each case, may be prepaid on a less than pro rata basis if expressly provided for in such Refinancing Amendment or Incremental Commitment Amendment), each prepayment pursuant to this Section 2.03(b) shall be applied ratably to each Class of Loans then outstanding entitled to payment pursuant to the prior sentence (provided that any prepayment of Loans with the Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt). Any prepayment of a Loan pursuant to this Section 2.03(b) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

 

(v)            Revolving Credit Commitments. If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments at such time (including, for the avoidance of doubt, as a result of the termination of any Class of Commitments on the Maturity Date with respect thereto), the Borrower shall immediately prepay Revolving Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) (in an aggregate amount equal to 102% of the face amount thereof) in an aggregate amount sufficient to reduce the Total Revolving Credit Outstandings to the aggregate Revolving Credit Commitments. If for any reason the Outstanding Amount of L/C Obligations at any time exceed the Letter of Credit Sublimit at such time, the Borrower shall immediately prepay L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Outstanding Amount of L/C Obligations to the Letter of Credit Sublimit.

 

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(vi)            Prepayments of the Revolving Credit Facilities. Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.03(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Revolving Loans held by all Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the Revolving Credit Facilities made pursuant to this Section 2.03(b) shall be applied ratably to the outstanding Revolving Loans. Amounts to be applied pursuant to this Section 2.03(b) to the mandatory prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding Base Rate Loans and any amounts remaining after such application shall be applied as directed by the Borrower to prepay Eurodollar Rate Loans.

 

(vii)            Each Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.03(b)(i) or Section 2.03(b)(iii), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”). Any Term Lender declining such prepayment shall give written notice thereof to the Administrative Agent by 11:00 a.m. no later than one (1) Business Day after the date of such notice from the Administrative Agent. If a Lender fails to deliver a notice of election declining receipt of its Applicable Percentage of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans.

 

(c)            Prepayment Notices. Each prepayment made pursuant to this Section 2.03 shall be made upon notice to the Administrative Agent (such notice to be in a form acceptable to the Administrative Agent), which may be given by telephone, which notice must be received by the Administrative Agent not later than 12:00 P.M. (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one Business Day prior to any date of prepayment of Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Each telephonic notice by the Borrower pursuant to this Section 2.03 must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage(s) of the Facilities). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment under this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the manner described in Section 2.03(a) or (b), as applicable.

 

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(d)            Prepayment Premium. Notwithstanding anything herein to the contrary, if on or prior to the calendar date corresponding to that of the Closing Date occurring in the sixth calendar month immediately following the calendar month in which the Closing Date occurs, the Borrower (i) makes any prepayment of Term Loans under the Term B-1 Term Facility with the proceeds of any Repricing Transaction described under clause (x) of the definition of Repricing Transaction, or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction under clause (y) of the definition of Repricing Transaction with respect to any of the Term B-1 Term Facility, the Borrower shall on the date of such prepayment or amendment, as applicable, pay to each applicable Lender, (A) in the case of such clause (x), 1.0% of the principal amount of the Term B-1 Term Loans under the Term B-1 Term Facility so prepaid and (B) in the case of such clause (y), 1.0% of the aggregate amount of the Term B-1 Term Loans under the relevant Term B-1 Term Facility affected by such Repricing Transaction and outstanding on the effective date of such amendment.

 

Section 2.04      Termination and Reductions of Commitments.

 

(a)            Mandatory Commitment Reductions.

 

(i)            The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing.

 

(ii)            If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.04 the Letter of Credit Sublimit exceeds the aggregate Revolving Credit Facilities at such time, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess.

 

(b)            Voluntary Commitment Reductions.

 

(i)            The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facilities (on a pro rata basis among the Revolving Credit Facilities, subject to the terms of Section 2.15) or the Letter of Credit Sublimit, or from time to time permanently reduce the Revolving Credit Commitments (on a pro rata basis among the Revolving Credit Facilities, subject to the terms of Section 2.15) or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facilities if, after giving effect thereto and to any concurrent prepayments of the Revolving Credit Facilities hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facilities, (B) any Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments of such Revolving Credit Facility hereunder, the Total Revolving Credit Outstandings in respect of such Revolving Credit Facility would exceed such Revolving Credit Facility or (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations would exceed the Letter of Credit Sublimit.

 

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(ii)            The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Credit Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Credit Commitment of each Lender proportionately to its Revolving Percentage thereof. The Borrower’s notice may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

 

(c)            Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit or the Revolving Credit Commitments under this Section 2.04. Upon any reduction of any Revolving Credit Commitments, the Revolving Credit Commitments of each applicable Revolving Credit Lender shall be reduced by such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of any Revolving Credit Facility accrued until the effective date of any termination of such Revolving Credit Commitments shall be paid on the effective date of such termination.

 

Section 2.05      Repayment of Loans.

 

(a)            Scheduled Amortization of Term B-1 Term Loans. The Borrower shall repay to the Administrative Agent for the ratable accounts of the Term B-1 Term Lenders the aggregate principal amount of all Term B-1 Term Loans outstanding in quarterly installments on the last Business Day of each March, June, September and December (commencing on December 31, 2021) equal to 0.25% of the aggregate principal amount of the Term B-1 Term Loans on the Closing Date (which installments shall be (i) reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.03(a) or Section 2.03(b)(iv) and (ii) subject to Section 2.12(e), increased by an amount equal to (A) in the case of each installment occurring thereafter other than the installment payable on the Maturity Date for the Term B-1 Term Facility, an amount equal to 0.25% of the aggregate principal amount of any Incremental Term Loans made pursuant to Section 2.12 as Term B-1 Term Loans and (B) in the case of the installment payable on the Maturity Date for the Term B-1 Term Facility, an amount equal to the remainder of the aggregate principal amount of any such Incremental Term Loans); provided that the final principal repayment installment of the Term B-1 Term Loans (including any Incremental Term Loans made as Term B-1 Term Loans) shall be repaid on the Maturity Date for the Term B-1 Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B-1 Term Loans outstanding on such date.

 

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(b)            Revolving Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Lenders on the applicable Maturity Date for the Revolving Credit Facilities of a given Class the aggregate principal amount of all of its Revolving Loans of such Class outstanding on such date.

 

(c)            Accrued Interest. Any repayment of Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

 

Section 2.06      Interest.

 

(a)            Stated Interest. Subject to the provisions of Section 2.06(b),

 

(i)            with respect to the Term B-1 Term Facility (A) each Eurodollar Rate Loans under such Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (1) the Adjusted Eurodollar Rate for such Interest Period plus (2) the Applicable Rate for Eurodollar Rate Loans under such Facility and (B) Base Rate Loans shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (1) the Base Rate plus (2) the Applicable Rate for Base Rate Loans under such Facility;

 

(ii)            with respect to the Original Revolving Credit Facility (A) each Eurodollar Rate Loans under such Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (1) the Adjusted Eurodollar Rate for such Interest Period plus (2) the Applicable Rate for Eurodollar Rate Loans under such Facility and (B) Base Rate Loans shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (1) the Base Rate plus (2) the Applicable Rate for Base Rate Loans under such Facility; and

 

(iii)            with respect to any other Facility, (A) each Eurodollar Rate Loans under such Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (1) the Adjusted Eurodollar Rate for such Interest Period plus (2) the Applicable Rate for Eurodollar Rate Loans under such Facility and (B) Base Rate Loans shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (1) the Base Rate plus (2) the Applicable Rate for Base Rate Loans under such Facility.

 

(b)            Default Interest.

 

(i)            While any Specified Event of Default exists, after notice to the Borrower from the Administrative Agent acting at the direction of the Required Lenders, the Borrower shall pay interest on any overdue Senior Credit Obligations constituting principal or interest not paid when due at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

 

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(ii)            Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

 

(c)            Payments of Interest. Interest on the Loans shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

 

Section 2.07      Fees. (b) The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever except to the extent otherwise agreed in writing by such parties.

 

(a)            The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage of the applicable Revolving Credit Facility, a commitment fee in Dollars equal to the Commitment Fee Rate with respect to the applicable Revolving Credit Facility under which such Revolving Credit Lender has a Revolving Credit Commitment times the actual daily amount by which the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The commitment fee shall accrue at all times from the Closing Date until the applicable Maturity Date for the applicable Revolving Credit Commitments, including at any time during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur following the Closing Date and on the applicable Maturity Date for the applicable Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears.

 

(b)            The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever except to the extent otherwise agreed in writing by such parties.

 

Section 2.08      Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Adjusted Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

 

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Section 2.09      Evidence of Debt. The Term Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Senior Credit Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans under a Facility in addition to such accounts or records. Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

 

Section 2.10      Payments Generally; Administrative Agent’s Clawback.

 

(a)            General. All payments to be made by the Borrower shall be made free and clear and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided for herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 P.M. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Applicable Percentage(s) in respect of the applicable Facilities (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 PM shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

 

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(b)            Funding and Payments; Presumptions.

 

(i)            Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Term Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

 

(ii)            Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the applicable L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

 

A notice of the Administrative Agent to any Lender, any L/C Issuer or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

 

(c)            Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loans set forth in Article IV or in the applicable Incremental Commitment Amendment are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender without interest.

 

(d)            Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

 

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(e)            Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

 

(f)            Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

 

Section 2.11      Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (i) Senior Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (x) the amount of such Senior Credit Obligations due and payable to such Lender at such time to (y) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (ii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (x) the amount of such Senior Credit Obligations owing (but not due and payable) to such Lender at such time to (y) the aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Senior Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

 

(i)            if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

 

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(ii)          the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant allowed hereunder.

 

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against any Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

 

Section 2.12         Incremental Facilities.

 

(a)          Requests for Incremental Loans. Upon notice to the Administrative Agent (which, if so directed by the Borrower in its discretion, shall promptly notify the Appropriate Lenders), at any time after the Closing Date the Borrower may request (x) one or more additional Classes of term loans or an increase to any existing Class of term loans (each an “Incremental Term Commitment” and all of them, collectively, the “Incremental Term Commitments” and, the loans thereunder, the “Incremental Term Loans”) and/or (y) one or more additional Classes of revolving commitments or an increase to the existing Revolving Credit Commitments of any Class (each an “Incremental Revolving Credit Commitment” and the Loans thereunder, the “Incremental Revolving Loans”) in an aggregate amount (i) not to exceed the aggregate, at the time of incurrence, the Incremental Available Amount and (ii) not less than $10,000,000 or any whole multiple of $2,500,000 in excess thereof.

 

(b)          The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (i) the Incremental Revolving Credit Commitments and the Incremental Revolving Loan Lenders or Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable and (ii) in the case of each notice to any applicable Revolving Credit Lender of any such given Class, the respective interests in such Revolving Credit Lender’s Revolving Loans of such Class, in each case subject to the assignments contemplated by this Section.

 

(c)          Ranking and Other Provisions.

 

(i)          Such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that:

 

(ii)         the Incremental Facilities (A) shall rank pari passu in right of payment and in respect of lien priority as to the Collateral with the Senior Credit Obligations and (B) may not (x) be guaranteed by any Person that is not a Loan Party or (y) be secured by Liens on any assets other than the Collateral;

 

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(iii)          the Incremental Term Loans and Incremental Term Loan Commitments shall not have (A) a final maturity date that is before the stated maturity date of the Term Loans with the latest Maturity Date at such time, or (B) a Weighted Average Life to Maturity shorter than the remaining average life to maturity of the outstanding Term Loans with the latest Maturity Date at such time; provided that the foregoing limitations shall not apply to (x) customary bridge loans; provided that the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is not earlier than the stated maturity date of the Term Loans with the latest Maturity Date at such time and (y) Incremental Term Loans having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount;

 

(iv)          except as set forth in paragraph (iii) above and this paragraph (iv), in the case of Incremental Term Loans, with respect to prepayment events, maturity date, interest rate, yield, call protection, fees and original issue discounts and except with respect to the amortization schedule for the Incremental Term Loans and the permitted use of proceeds thereof, shall not have terms materially more favorable to the lenders providing such Incremental Facility than the terms of the outstanding Term Loans, as determined by the Borrower in good faith, under the applicable Term Facility (and to the extent materially differing from the terms of the outstanding Term Loans under the applicable Term Facility, shall be agreed between the Borrower and the Incremental Lenders providing such Incremental Term Loans, and shall be reasonably satisfactory to the Administrative Agent); provided that (A) in the case of any Incremental Term Loan Tranche (other than an Incremental Term Loan Tranche in respect of term “A” loans) (an “Incremental Term B Facility”) incurred prior to the date that is 12 months after the Closing Date that is scheduled to mature prior to the date that is two years after the Maturity Date for the Term B-1 Term Loan in respect of the Term B-1 Term Facility, the All-In Yield applicable thereto may not be more than 1.00% higher than the All-In Yield applicable to the Term B-1 Term Loans unless the Applicable Rate (and/or, as provided in the proviso below, the Base Rate floor or Eurodollar Rate floor) with respect to the Term B-1 Term Loans is adjusted such that the All-In Yield on the Term B-1 Term Loans is not more than 1.00% per annum less than the All-In Yield with respect to such Incremental Term B Facility; provided, that any increase in All-In Yield applicable to any Term B-1 Term Loan due to the application or imposition of a Base Rate floor or Eurodollar Rate floor on any Incremental Term Loan may, at the election of the Borrower, be effected through an increase in the Base Rate floor or Eurodollar Rate floor applicable to such Term B-1 Term Loans or an increase in the interest rate margin applicable to such Incremental Term Loans, (B) the preceding clause (A) of this proviso shall not apply to Incremental Term B Facilities to which it would otherwise apply having an aggregate principal amount not exceeding the greater of (x) $521,000,000 and (y) 100% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended for all such Incremental Term Loans (as selected by the Borrower) (this proviso, the “MFN Provision”) and (C) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder, as specified in the Incremental Commitment Amendment;

 

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(v)          with respect to Incremental Revolving Credit Commitments, (x) any Incremental Revolving Credit Commitments incurred as an increase to any existing Revolving Credit Commitments of any Class (such Incremental Revolving Credit Commitments, an “Incremental Revolving Increase”) shall have the same terms as such Class of Revolving Credit Commitments being so increased; provided that if the Incremental Revolving Loan Lenders require an interest rate in excess of the interest rate then applicable to the Revolving Credit Facility of the Class being so increased, the interest rate on the Revolving Credit Facility of such Class shall be increased to equal such required rate without further consent of the affected Lenders and (y)  any Incremental Revolving Credit Commitments incurred as one or more additional Classes of revolving commitments, shall have substantially the same terms as (and in any event no more favorable than) the then outstanding Revolving Credit Commitments (and to the extent materially differing from the terms of then outstanding Revolving Credit Commitments, shall be agreed between the Borrower and the Incremental Lenders providing such Incremental Revolving Credit Commitments, and shall be reasonably satisfactory to the Administrative Agent); provided that such Incremental Revolving Credit Commitments (i) shall not have amortization or scheduled commitment reductions (other than at the maturity thereof) and (ii) may participate on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any mandatory reductions of Revolving Credit Commitments hereunder, as specified in the Incremental Commitment Amendment.

 

(d)          Notices; Lender Elections. Each notice from the Borrower pursuant to this Section shall set forth the requested amount, the proposed terms of the Incremental Term Commitments and/or Incremental Revolving Credit Commitments and the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Revolving Credit Commitments or Incremental Term Commitments, as applicable, shall be effective. At the time of the sending of such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders). Incremental Term Commitments and Incremental Revolving Credit Commitments (or, in each case, any portion thereof) may be made by any existing Lender under the applicable Facility or by any other bank or investing entity (but in no case (i) by any Loan Party, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clauses (ii), or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, in the case of any Incremental Term Loans, an “Incremental Term Lender” and, in the case of any Incremental Revolving Credit Commitments, an “Incremental Revolving Lender” and, collectively, “Incremental Lenders”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Term Loans or Incremental Revolving Credit Commitments and/or Incremental Revolving Loans if such consent would be required under Section 10.06 for an assignment of Term Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees. Each Appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental Term Commitment and/or Incremental Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the applicable Facilities held by each Appropriate Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Term Commitment and/or Incremental Revolving Credit Commitment. The Administrative Agent shall notify the Borrower and each Appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to an accession agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Any Incremental Term Loan Commitments effected through the establishment of one or more term loan commitments made on an Increased Amount Date that are not fungible for United States federal income tax purposes with an existing Class of Term Loans shall be designated a separate Class of Incremental Term Loan Commitments for all purposes of this Agreement (an “Incremental Term Loan Tranche”). Notwithstanding the foregoing, any Incremental Term Loans may be treated as part of the same Class as any other Incremental Term Loans if such Incremental Term Loans have identical terms (other than effective yield) and are fungible for United States federal income tax purposes with such other Incremental Term Loans.

 

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(e)          Incremental Commitments Amendment. Term Commitments and Revolving Credit Commitments in respect of any Incremental Term Commitments and/or Incremental Revolving Credit Commitments, as applicable, shall become Term Commitments and/or Revolving Credit Commitments, as applicable, under this Agreement, in each case, pursuant to an amendment (an “Incremental Commitments Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Term Commitment and/or Revolving Credit Commitment, if any, each Incremental Lender, if any, and the Administrative Agent. An Incremental Commitments Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and any other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, including, so long as such changes are not adverse to the interests of the Lenders (in their capacities as such), amendments to maintain the fungibility of any Incremental Term Loans with any tranche of then-outstanding Term Loans.

 

(f)          Increased Amount Date and Allocations.

 

(i)          On any Increased Amount Date on which Incremental Term Commitments or Incremental Revolving Credit Commitments (other than an Incremental Revolving Increase) are effected, subject to the satisfaction of the terms and conditions set forth in this Section 2.12, the Administrative Agent and the Borrower shall determine the final allocation of such addition. The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the final allocation of such addition and the Increased Amount Date.

 

(ii)          On any Increased Amount Date on which an Incremental Revolving Increase is effected, subject to the satisfaction of the terms and conditions set forth in this Section 2.12, (i) each of the existing Revolving Credit Lenders of the Class being so increased shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the existing Revolving Credit Lenders of the Class being so increased, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans of the Class being so increased and participations in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by existing Revolving Credit Lenders of such Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of the Class being so increased after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments of such Class, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment of the Class being so increased and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan of the Class being so increased and (iii) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Credit Commitment and all matters relating thereto.

 

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(g)          Conditions to Effectiveness of Increase. The effectiveness of any Incremental Commitments Amendment (such date the “Incremental Commitments Effective Date”) shall, unless otherwise agreed to by the Administrative Agent, each Lender party thereto, if any, and the Incremental Lenders, if any, be subject to the satisfaction on the date thereof of each of the following conditions:

 

(i)          the Administrative Agent shall have received on or prior to the Incremental Commitments Effective Date each of the following, each dated the applicable Incremental Commitments Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Incremental Commitments Amendment; (B) certified copies of resolutions of the Board of Directors of the Borrower approving the execution, delivery and performance of the Incremental Commitments Amendment; and (C) a favorable opinion of counsel for the Borrower dated the Incremental Commitments Effective Date, to the extent requested by the Administrative Agent addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent;

 

(ii)          (A) subject to Section 1.03(d), the condition precedent set forth in Section 4.02(a) shall have been satisfied both before and after giving effect to such Incremental Commitments Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions provided for above, (C) both at the time of any request for Incremental Term Commitments and/or Incremental Revolving Credit Commitments and upon the effectiveness of any Incremental Commitments Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan and/or Incremental Revolving Credit Commitment is made (and after giving effect thereto) no Event of Default shall exist (except in connection with any acquisition or other Investment or irrevocable repayment or redemption of Funded Debt, where no such Event of Default shall exist at the time as elected by the Borrower pursuant to Section 1.03(d)) and (D) subject to Section 1.03(d), after giving effect to such Incremental Commitments Amendment, and any Incremental Term Loans and/or Incremental Revolving Credit Commitments provided thereby, and any Acquisition or other Investment consummated in connection therewith, the Loan Parties shall be, on a Pro-Forma Basis, in compliance with the financial covenants set forth in Sections 7.10(a) and 7.10(b), such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, as though such Incremental Commitments Amendment became effective as of the first day of the applicable period of four fiscal quarters covered thereby.

 

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(iii)          there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental Commitments Amendment on the related Incremental Commitments Effective Date), as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental Commitments Effective Date.

 

Notwithstanding anything to the contrary in this Section 2.12 (including this Section 2.12(g)) or in any other provision of any Loan Document, if the proceeds of any Incremental Term Loans are intended to be applied to finance an acquisition or other Investment and the lenders providing such Incremental Term Loans so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality.

 

(h)          Effect of Incremental Commitments Amendment. On each Incremental Commitments Effective Date, the All-In Yields on the outstanding Term B-1 Term Loans shall be increased if and to the extent required by Section 2.12(c)(iv), and each Lender or Eligible Assignee which is providing an Incremental Term Commitment and/or Incremental Revolving Credit Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) shall have, as applicable, an Incremental Term Commitment which shall become “Term Commitments” hereunder and/or an Incremental Revolving Credit Commitment which shall become a “Revolving Credit Commitment” hereunder and (iii) in the case of an Incremental Term Commitment, shall make an Incremental Term Loan to the Borrower in a principal amount equal to such Incremental Term Commitment, and such Incremental Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents.

 

(i)          Conflicting Provisions. This Section 2.12 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.

 

Section 2.13         Defaulting Lenders.

 

(a)          Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

 

(i)          Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of Required Lenders, Required Revolving Credit Lenders, and Required Facility Lenders and, in addition, Defaulting Lenders shall not be permitted to vote with respect to any other amendment, modification, waiver or consent pursuant to Section 10.01 or otherwise direct the Administrative Agent pursuant to the terms hereof or of the other Loan Documents.

 

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(ii)          Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuers hereunder; third, if so determined by the Administrative Agent or requested by any L/C Issuer, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders or any L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any L/C Issuer against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, or L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, and L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.13(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

 

(iii)          Certain Fees. That Defaulting Lender (x) shall not be entitled to receive a commitment fee pursuant to Section 2.07(b) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.15(h).

 

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(iv)          Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender in respect of the Revolving Credit Facility, for purposes of computing the amount of the obligation of each Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 2.15, the “Applicable Percentage” and “Applicable Revolving Credit Percentage” of each Revolving Credit Lender that is not a Defaulting Lender in respect of the Revolving Credit Facility shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default exists; and (ii) the aggregate obligation of each Revolving Credit Lender that is not a Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (x) the Revolving Credit Commitment of that Revolving Credit Lender that is not a Defaulting Lender minus (y) the aggregate Outstanding Amount of the Revolving Loans of such Revolving Credit Lender plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations.

 

(b)           Defaulting Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro-rata basis by the Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from that Revolving Credit Lender’s having been a Defaulting Lender.

 

Section 2.14          Credit Agreement Refinancing Indebtedness.

 

(a)          On one or more occasions, the Borrower may obtain, from any Lender or any other bank or financial institution or other institutional lender or investor that would constitute an Eligible Assignee if it were purchasing Loans hereunder and that agrees to provide any portion of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Credit Commitments, or Other Revolving Loans, Credit Agreement Refinancing Indebtedness in the form of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Credit Commitments or Other Revolving Loans, in each case pursuant to a Refinancing Amendment in accordance with this Section 2.14 (each, an “Additional Refinancing Lender”); provided that (i) the Administrative Agent and each L/C Issuer shall have consented (such consent not to be unreasonably withheld, conditioned, or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Credit Commitments or Other Revolving Loans to the extent such consent, if any, would be required under Section 10.06 for an assignment of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Credit Commitments, or Other Revolving Loans, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that the following terms are satisfied:

 

(i)          any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans (in accordance with the respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment;

 

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(ii)          (x) subject to clause (y), all Other Revolving Credit Commitments shall be deemed to be Revolving Credit Commitments for purposes of borrowings and prepayments of Revolving Loans and participations in Letters of Credit and (y) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (iv) below)) of Other Revolving Loans after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments;

 

(iii)          notwithstanding anything to the contrary herein, the permanent repayment of Other Revolving Loans with respect to, and termination of, Other Revolving Credit Commitments, after the date of the applicable Refinancing Amendment, shall be made on a pro rata basis with all other Revolving Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than pro rata basis as compared to any other Class with a later Maturity Date than such Class; and

 

(iv)          assignments and participations of Other Revolving Credit Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Original Revolving Credit Commitments and Original Revolving Loans.

 

(b)          The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Collateral Documents and the perfection and priority of the Liens thereunder are preserved and maintained.

 

(c)          Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is not less than $5,000,000.

 

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(d)          Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other 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 2.14, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.

 

(e)          This Section 2.14 shall supersede any provisions in Section 2.11 and 10.01 to the contrary, and nothing in Section 2.03 to the contrary shall prohibit the application of this Section 2.14.

 

Section 2.15          Letters of Credit.

 

(a)          The Letter of Credit Commitment. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.15, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Borrower (or any of its Restricted Subsidiaries so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.15 and elsewhere in this Agreement with respect to requests for Letters of Credit (including renewals or continuations thereof) shall be deemed to include any such Restricted Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.15(b), and (2) to honor drawings under the Letters of Credit issued by it; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time, (x) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate amount of L/C Obligations owing to an L/C Issuer shall not exceed the amount set forth opposite such L/C Lender’s name on Schedule 2.15 under the caption “Letter of Credit Commitments”. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

 

(i)          No L/C Issuer shall issue any Letter of Credit if:

 

(A)          subject to Section 2.15(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Credit Lenders have approved such expiry date; or

 

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(B)          the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit is Cash Collateralized no less than five (5) days prior to the Letter of Credit Expiration Date at 102% of the face amount thereof.

 

(ii)          No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

 

(A)          any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

 

(B)          the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

 

(C)          except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;

 

(D)          except as otherwise agreed by such L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars; or

 

(E)          any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Revolving Credit Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to any required adjustment pursuant to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from the Letter of Credit then proposed to be issued and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

 

(iii)          No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

 

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(iv)         No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

 

(v)          Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX hereof with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX hereof included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

 

(b)          Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

 

(i)          Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the applicable L/C Issuer not later than 12:00 p.m. at least three Business Days (or such later date and time as the applicable L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; (H) [reserved]; and (I) such other matters as the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the applicable L/C Issuer such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may reasonably require.

 

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(ii)          Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent the pertinent details of the requested Letter of Credit. Unless the applicable L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV hereof shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the applicable L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.

 

(iii)          If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that, unless otherwise agreed to by the applicable L/C Issuer, any such Auto-Extension Letter of Credit must permit the applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to the applicable L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date unless such Letter of Credit is Cash Collateralized at 102% of the face amount thereof in accordance with this Agreement; provided, however, that the applicable L/C Issuer shall not permit any such extension if (A) the applicable L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (i) or (ii) of Section 2.15(a) or otherwise), or (B) it has received notice (in writing) on or before the day that is seven days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the applicable L/C Issuer not to permit such extension.

 

(iv)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

 

(c)          Drawings and Reimbursements; Funding of Participations.

 

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(i)          Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the next Business Day following any payment by the applicable L/C Issuer under a Letter of Credit (or on the second Business Day following any payment by the applicable L/C Issuer if such notice is delivered to the Borrower after 11:00 a.m. on the date of any such payment) (each such applicable date, an “Honor Date”), the Borrower shall reimburse the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing as provided in this Section 2.15(c). If the Borrower fails to so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (in Dollars) (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).

 

(ii)          Each Revolving Credit Lender shall upon any notice pursuant to Section 2.15(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 12:00 p.m. on the Business Day specified in such notice by the Administrative Agent either, whereupon, subject to the provisions of Section 2.15(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in Dollars.

 

(iii)         With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice) cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.15(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.15.

 

(iv)         Until each Revolving Credit Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.15(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the applicable L/C Issuer.

 

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(v)          Each Revolving Credit Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit issued by it, as contemplated by this Section 2.15(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the applicable L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.

 

(vi)         If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.15(c) by the time specified in Section 2.15(c)(ii), the applicable L/C Issuer shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the applicable L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the applicable L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.15(c)(vi) shall be conclusive absent manifest error.

 

(d)          Repayment of Participations.

 

(i)          At any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Revolving Credit Lender’s L/C Advance in respect of such payment in accordance with Section 2.15(c), if the Administrative Agent receives for the account of the applicable L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will promptly distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.

 

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(ii)            If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.15(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the applicable L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the applicable L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations, the termination of the Commitments and the termination of this Agreement.

 

(e)           Obligations Absolute. The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

 

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

 

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

 

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

 

(iv)          any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

 

(v)           [reserved]; or

 

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(vi)            any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

 

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid or such claim arises from the applicable L/C Issuer’s gross negligence or willful misconduct (as determined by a final non-appealable order of a court of competent jurisdiction).

 

(f)           Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a final non-appealable order of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.15(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which are determined by a final non-appealable order of a court of competent jurisdiction to have been caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

 

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(g)           Applicability of ISP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.

 

(h)           Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage of the applicable Revolving Credit Facility, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate of the applicable Revolving Credit Facility determined as of the last Business Day of each March, June, September and December of the daily amount available to be drawn under such Letter of Credit; provided that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral reasonably satisfactory to the applicable L/C Issuer shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

 

(i)            Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit issued by such L/C Issuer, at a rate per annum of 0.125%, determined as of the last Business Day of each March, June, September and December of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

 

(j)            Conflict with Issuer Documents. In the event of any conflict or inconsistency between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. To the extent any defaults, representations, or covenants contained in any Issuer Documents are more restrictive than the Events of Default, representations, or covenants contained herein, the Events of Default, representations and covenants herein shall control.

 

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(k)           Provisions Related to Letters of Credit in respect of Other Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect of any Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the L/C Issuer which issued such Letter of Credit, if one or more other Classes of Revolving Credit Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which the applicable L/C Issuer has consented shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.15(c) and 2.15(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments thereunder at such time and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with the terms hereof. Upon the maturity date of any Class of Revolving Credit Commitments, the Letter of Credit Sublimit may be reduced as agreed between the L/C Issuers and the Borrower, without the consent of any other Person.

 

(l)            Additional L/C Issuers. The Borrower may, at any time and from time to time, designate one or more additional Revolving Credit Lenders or Affiliates of Revolving Credit Lenders to act as an L/C Issuer under the terms of this Agreement, with the consent of each of the Administrative Agent (which consent shall not be unreasonably withheld) and such Revolving Credit Lender(s) or Affiliate thereof. Any Revolving Credit Lender or Affiliate thereof designated as an L/C Issuer pursuant to this Section 2.15(l) shall be deemed to be the L/C Issuer with respect to Letters of Credit issued or to be issued by such Revolving Credit Lender or Affiliate thereof, and all references herein and in the other Loan Documents to the term “L/C Issuer” shall, with respect to such Letters of Credit, be deemed to refer to such Revolving Credit Lender or Affiliate thereof in its capacity as L/C Issuer thereof, as the context shall require.

 

(m)          Reporting. Not later than the third Business Day following the last day of each calendar month (or at such other intervals as the Administrative Agent and the applicable L/C Issuer shall agree), each L/C Issuer shall provide to the Administrative Agent a schedule of the Letters of Credit issued by it, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the reference number of any Letter of Credit outstanding at any time during such month, and showing the aggregate amount (if any) paid or payable by the Borrower to such L/C Issuer during such month.

 

Section 2.16     Cash Collateral.

 

(a)           Certain Credit Support Events. Upon the request of the Administrative Agent or any L/C Issuer if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize all L/C Obligations in an amount equal to 102% of the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or any L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

 

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(b)           Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at a bank selected by the Borrower and reasonably acceptable to the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as Cash Collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

 

(c)           Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.03, 2.15, 2.15 or Section 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

 

(d)           Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided that (x) Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of an Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

 

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Article III.
TAXES, YIELD PROTECTION AND ILLEGALITY

 

Section 3.01     Taxes.

 

(a)          Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

 

(i)             Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without deduction or withholding for any Taxes. If, however, applicable Laws require the Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Loan Party or the Administrative Agent, as the case may be (including upon the basis of the information and documentation to be delivered pursuant to subsection (e) below).

 

(ii)            If any Loan Party or the Administrative Agent shall be required by applicable Laws (as determined in good faith) to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any such payment, then (A) such Loan Party or the Administrative Agent shall be entitled to withhold or make such deductions as are determined by such Loan Party or the Administrative Agent to be required (including based upon the information and documentation it has received pursuant to subsection (e) below), (B) such Loan Party or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the applicable Laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions and withholdings applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

 

(b)          Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

 

(c)          Tax Indemnifications.

 

(i)            Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) required to be withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

 

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(ii)            Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Loan Parties or the Administrative Agent) incurred by or asserted against the Loan Parties or the Administrative Agent by any Governmental Authority as a result of the failure by such lender to deliver, , or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to subsection (e), or such Lender failed to notify the Loan Parties or the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective or because such Lender failed to maintain a Participant Register in the manner required by Section 10.06(d)). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Finance Obligations.

 

(d)          Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

 

(e)          Status of Lenders; Tax Documentation.

 

(i)            Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by or on behalf of any Loan Party pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

 

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(ii)          Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States:

 

(A)         any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and

 

(B)         each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), whichever of the following is applicable:

 

(1)            executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility with respect to such payments for benefits of an income tax treaty to which the United States is a party;

 

(2)            executed copies of IRS Form W-8ECI;

 

(3)            in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 871(h)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E;

 

(4)            to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner; or

 

(5)            executed copies of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

 

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(iii)            If a payment made to any Lender hereunder or under any other Loan Document would be subject to United States federal withholding tax imposed pursuant to FATCA if such Lender fails to comply with applicable reporting and other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable Law or as reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that a Lender has complied with its obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

 

(iv)            Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

 

(f)          Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts, in each case, pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

 

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(g)          Defined Terms. For purposes of this Section, the term “Lender” includes any L/C Issuer and the term “applicable Law” includes FATCA.

 

Section 3.02     Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Term Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

 

Section 3.03     Inability to Determine Rates.

 

(a)          If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent reasonably determines that (A) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein.

 

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(b)          Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 3.03(a), the Administrative Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 3.03(a), (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Term Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

 

(c)          Notwithstanding anything to the contrary in this Agreement or any other Loan Documents:

 

(i)            On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

 

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(ii)            Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.

 

(iii)           In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

 

(iv)          The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 3.03(c) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.03(c).

 

(v)           At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

 

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(vi)          The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (A) the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation any Benchmark Replacement implemented hereunder), (B) the composition or characteristics of any Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence to LIBOR (or any other Benchmark) or have the same volume or liquidity as did LIBOR (or any other Benchmark), (C) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 3.03(c) including, without limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by clause (iv) above or otherwise in accordance herewith, and (D) the effect of any of the foregoing provisions of this Section 3.03(c).

 

Section 3.04     Increased Costs; Reserves on Eurodollar Rate Loans.

 

(a)          Increased Costs Generally. If any Change in Law shall:

 

(i)             impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) or L/C Issuer (except any reserve requirement which is reflected in the determination of the Adjusted Eurodollar Rate hereunder);

 

(ii)            subject any Lender (or its Lending Office) or L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

 

(iii)           impose on any Lender (or its Lending Office) or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or participation therein;

 

and the result of any of the foregoing shall be to increase the cost to such Lender (or its Lending Office) or L/C Issuer of making or maintaining any Term Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Term Loan), or to reduce the amount of any sum received or receivable by such Lender or L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or L/C Issuer, the Borrower will pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such additional costs incurred or reduction suffered.

 

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(b)          Capital Requirements. If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or any Lending Office of such Lender or L/C Issuer or such Lender or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Term Commitments of such Lender or the Term Loans made by such Lender or L/C Issuer to a level below that which such Lender or L/C Issuer or such Lender or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender or L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender or L/C Issuer’s holding company for any such reduction suffered.

 

(c)          Certificates for Reimbursement. A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or their respective holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or L/C Issuer the amount shown as due on any such certificate within 10 days after receipt thereof.

 

(d)          Delays in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender or L/C Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 120 days prior to the date that such Lender or L/C Issuer notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

 

Section 3.05     Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

 

(i)            any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

 

(ii)           any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

 

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(iii)           any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

 

excluding any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

 

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate used in determining the Adjusted Eurodollar Rate for such Loan by a matching deposit or, other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

 

Section 3.06     Mitigation Obligations; Replacement of Lenders.

 

(a)          Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or L/C Issuer or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender or L/C Issuer gives a notice pursuant to Section 3.02, then such Lender or L/C Issuer shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or L/C Issuer to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or L/C Issuer. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation or assignment.

 

(b)          Replacement of Lenders. If a Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

 

Section 3.07     Survival. All of the Borrower’s obligations under this Article III shall survive any assignment of rights by, or the replacement of, a Lender or L/C Issuer, termination of the Aggregate Commitments, repayment of all other Senior Credit Obligations hereunder and resignation or replacement of the Administrative Agent.

 

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Article IV.
CONDITIONS PRECEDENT

 

Section 4.01           Conditions to the Closing Date. The obligation of each Lender to make its initial Credit Extensions and each L/C Issuer to issue Letters of Credit hereunder on the Closing Date is subject to the satisfaction (or waiver by the Arrangers) of the following conditions precedent:

 

(a)            Executed Loan Documents: The Administrative Agent’s receipt of counterparts of this Credit Agreement, the Notes requested by the Lenders, the Security Agreement and the Pledge Agreement, in each case, dated as of the Closing Date, duly executed by an authorized officer of the Borrower, each applicable Loan Party and by each Lender party thereto, and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

 

(b)            Organization Documents, Etc. The Administrative Agent’s receipt of the following:

 

(i)            a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State;

 

(ii)            a certificate of Responsible Officers of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, operating agreement or other similar organizational document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and

 

(iii)           a certification of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above;

 

(c)            Opinions of Counsel. The Administrative Agent’s receipt of duly executed favorable opinions of counsel to the Loan Parties, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent.

 

(d)            Officer Certificates. The Administrative Agent’s receipt of a certificate or certificates of the Borrower, dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying each conditions of Sections 4.01(j), 4.02(a) and 4.02(b) are satisfied.

 

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(e)            Solvency Certificates. Certificates, each addressed to the Administrative Agent and the Lenders from time to time party this Agreement and in form and substance reasonably satisfactory to the Administrative Agent, attesting to and demonstrating the Solvency of the Borrower and its Subsidiaries before and after giving effect to the Transaction, from a Responsible Officer.

 

(f)            Personal Property Collateral. The Collateral Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Collateral Agent:

 

(i)            Lien Priority. Evidence that none of the Collateral is subject to any Liens (other than Permitted Liens).

 

(ii)            UCC Financing Statements. Such UCC financing statements as are necessary or appropriate, in the Collateral Agent’s reasonable discretion, to perfect the security interests in the Collateral.

 

(g)            Other. The Administrative Agent’s receipt of such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Lenders (through the Administrative Agent) may reasonably require.

 

(h)            Certain Fees. All fees required to be paid on or before the Closing Date (i) to the Administrative Agent and the Arrangers and (ii) to the Lenders shall in each case have been paid.

 

(i)            Counsel Fees. Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced three (3) Business Days prior to the Closing Date.

 

(j)            Absence of Certain Changes. Since the date of the Audited Financial Statements, there has been no change, occurrence or development that could reasonably be expected to have a Material Adverse Effect.

 

(k)            Financial Statements. The Administrative Agent shall have received the Audited Financial Statements and Quarterly Financial Statements.

 

(l)            Committed Loan Notice. The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof.

 

(m)            KYC Information.

 

(i)            Upon the reasonable request of any Lender made at least seven days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three days prior to the Closing Date.

 

(ii)            At least three days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver, to each Lender that so requests, a Beneficial Ownership Certification.

 

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

 

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Section 4.02           Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension other than a Letter of Credit, and if such Request for Credit Extension is for a Letter of Credit, the obligation of the applicable L/C Issuer to honor such Request for Credit Extension, after the Closing Date (other than pursuant to a notice of conversion or continuation) is subject to the following conditions precedent (any of which may be waived in accordance with Section 10.01):

 

(a)            Representations and Warranties: Except as set forth in Section 1.03(d), the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified by materiality shall be true and correct (after giving effect to any qualification therein) on and as of the date of such Credit Extension, and each of the representations and warranties of the Borrower and each other Loan Party contained in any other Loan Document or in any document furnished at any time under or in connection herewith or therewith that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such Credit Extension, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date., and except that for purposes of this Section 4.02, the representations and warranties contained in clauses (a) and (b) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

 

(b)            No Default. No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

 

(c)            Committed Loan Notice. The Administrative Agent and, if applicable, the L/C Issuer shall have received a Committed Loan Notice in accordance with the requirements hereof.

 

Each request for Credit Extension (other than pursuant to a notice of continuation or conversion) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

 

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Article V.
REPRESENTATIONS AND WARRANTIES

 

The Borrower represents and warrants to the Administrative Agent and the Lenders on the Closing Date (after giving effect to the Transactions) and on the date of each Credit Extension as contemplated by Section 4.02 (other than the Closing Date) as to each of the matters set forth below that:

 

Section 5.01           Organization and Standing. Each Loan Party is duly organized and validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of organization, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

 

Section 5.02           Due Qualification. Each Loan Party is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses, authorizations, consents and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of business shall require such qualifications, licenses or approvals, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect.

 

Section 5.03           Power and Authority. Each Loan Party has the power and authority to execute and deliver the Loan Documents to which it is a party and to perform and observe their respective terms; the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party have been duly authorized by each Loan Party by all necessary action; the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party requires no action by or in respect of, or filing with any official or governmental body, does not contravene or constitute a default under each Loan Party’s organizational documents, any law applicable to it, any contractual restriction binding on or affecting its property or any order, writ, judgment, aware injunction, decree or other instrument binding on or affecting its property; and such execution, delivery and performance will not result in the creation or imposition of any adverse claim upon or with respect to the property of each Loan Party or any of its Subsidiaries except as contemplated by the Collateral Documents.

 

Section 5.04           Binding Obligation. Each of the Loan Documents constitutes a legal, valid and binding obligation of each Loan Party which is a party thereto enforceable in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

 

Section 5.05           No Proceedings. There are no proceedings or investigations pending or, to the Borrower’s knowledge, threatened, before any court, arbitral body, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over any Loan Party or its properties: (i) asserting the invalidity of any of the Loan Documents to which any Loan Party is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Loan Documents to which it is a party, (iii) seeking any determination or ruling that might materially and adversely affect the performance by any Loan Party of its obligations under, or the validity or enforceability of, this Agreement or any of the other Loan Documents to which such Loan Party is a party, or (iv) which would reasonably be expected to have a Material Adverse Effect.

 

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Section 5.06           Approvals. No approval, authorization, consent, order or other action of, or filing with, any court, federal or state body, or administrative agency, or any third person is required by any Loan Party or its predecessors in interest in connection with the execution and delivery of the Loan Documents, except those that have been obtained or made.

 

Section 5.07           Reserved.

 

Section 5.08           Investment Company Act. None of Holdings, the Borrower nor any of its Restricted Subsidiaries is an “investment company” or “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

 

Section 5.09           Margin Regulations. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that results in a violation of the provisions of Regulation U and X issued by the Board of Governors of the Federal Reserve Bank System.

 

Section 5.10           No Default. No Default or Event of Default has occurred and is continuing, or would result from the consummation of the transactions contemplated by this Agreement or the other Loan Documents on the Closing Date.

 

Section 5.11           Financial Statements.

 

(a)            Audited Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Legacy Partnership as of the date thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Legacy Partnership, as of the date thereof, including for taxes, material commitments and indebtedness.

 

(b)            Annual Financial Statements. The audited consolidated balance sheet of the Consolidated Group delivered pursuant to Section 6.01(a) for the most recent fiscal year then ended, and the related combined statements of operations, changes in partners’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group, as of the date thereof, including for taxes, material commitments and indebtedness.

 

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(c)            Quarterly Financial Statements. The unaudited consolidated balance sheet of the Legacy Partnership or the Consolidated Group, as applicable, delivered pursuant to Section 6.01(b) for the most recent fiscal quarter then ended, and the related combined statements of operations, partners’ equity and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Legacy Partnership or the Consolidated Group, as applicable, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, subject in the case of clauses (i) and (ii) the absences of footnotes and to normal year-end audit adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Legacy Partnership or the Consolidated Group, as applicable, as of the date thereof, including for taxes, material commitments and indebtedness.

 

Section 5.12           No Material Adverse Effect. Since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

 

Section 5.13           Properties and Interests. The Borrower’s and its Subsidiaries’ property and interests (including Royalty Assets) are free of claims and disputes, except as would not have a Material Adverse Effect.

 

Section 5.14           Taxes. Holdings, the Borrower and its Subsidiaries have made all necessary filings with the federal, state and local taxing authorities, and have paid all federal, state and local taxes owing on or in respect of their income, assets or activities, except those which are being or may be contested in good faith by appropriate proceedings and otherwise as would not have a Material Adverse Effect.

 

Section 5.15           ERISA. Neither Holdings, the Borrower nor any of its Subsidiaries or Affiliates maintains, sponsors, contributes to or has any liability (contingent or otherwise) with respect to any “employee benefit plans” within the meaning of ERISA. The Borrower is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Borrower’s entrance into, participation in, administration of or performance of the Revolving Loans, Revolving Credit Commitments, Term Loans, the Letters of Credit, the Term Commitments and this Agreement.

 

Section 5.16           Subsidiaries. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed on Schedule 5.16.

 

Section 5.17            Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or the aggregate, would reasonably be expected to result in a Material Adverse Effect. No written report, financial statement, certificate or other information furnished by or on behalf of any Loan Party or any of its Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other of the Loan Documents (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

 

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Section 5.18            Taxpayer Identification Number. The true and correct U.S. taxpayer identification numbers for Holdings, the Borrower and its Restricted Subsidiaries and any Guarantors hereunder are set out on Schedule 5.18.

 

Section 5.19           Compliance with Laws. Each Loan Party, the Borrower and each of its Restricted Subsidiaries has complied with the requirements of all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to the them (including, without limitation, the FCPA and Laws related to Sanctions), other than laws, treaties, rules regulations and determinations the non-compliance of which, individually or in the aggregate, would not have a Material Adverse Effect.

 

Section 5.20           Security Agreement.

 

(a)            The provisions of the Collateral Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien (subject, in the case of any Collateral other than Collateral consisting of Equity Interests, to Liens that are permitted hereunder) on all right, title and interest of the respect Loan Parties in the Collateral described therein.

 

(b)            The Collateral is not subject to any Liens other than those that are permitted hereunder.

 

Section 5.21           OFAC. Neither Holdings, the Borrower nor any Subsidiaries, nor, to the knowledge of Holdings, the Borrower or any Subsidiaries, any Related Party, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority or (iii) is located, organized or residing in any Designated Jurisdiction. Holdings, the Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with applicable Sanctions. No Loan, nor the proceeds from any Loan, will be used, directly or indirectly, to lend, contribute, provide or otherwise make available such proceeds to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person that, at the time of such funding, is located, organized or residing in any Designated Jurisdiction or is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, the Arranger or the Administrative Agent or any L/C Issuer) of Sanctions.

 

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Section 5.22           Foreign Corrupt Practices Act. Holdings, the Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Laws. No part of the proceeds of the Term Facility will be used, directly or, to the knowledge of the Borrower or any Subsidiaries, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.

 

Section 5.23           PATRIOT Act. Each of Holdings and the Borrower is in compliance, in all material respects, with the PATRIOT Act.

 

Section 5.24           Solvency. As of the Closing Date, immediately after giving effect to the consummation of the Transactions, the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

 

Article VI.
AFFIRMATIVE COVENANTS

 

Until the Senior Credit Obligations shall have been paid in full or otherwise satisfied or any Letter of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the applicable L/C Issuer have been made) shall remain outstanding (other than contingent indemnification obligations for which no claim has been made), and the Commitments hereunder shall have expired or been terminated, the Borrower will, and will cause each of its Subsidiaries to:

 

Section 6.01           Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender:

 

(a)            Annual Financial Statements. As soon as available, but in any event not later than 90 days after the end of each fiscal year, a consolidated balance sheet for the Consolidated Group as at the end of such fiscal year (beginning with the fiscal year ending December 31, 2021), and the related consolidated statements of operations, partners’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by (i) a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” qualification, “going concern” exception or “going concern” explanatory paragraph (other than a “going concern” qualification, exception or explanatory paragraph resulting solely from (a) an upcoming maturity date under any indebtedness occurring within one year from the time such opinion is delivered or (b) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) or any qualification or exception paragraph as to the scope of such audit and (ii) a certificate from a Responsible Officer of the Borrower that the statements are a fair representation, in all material respects, of the financial condition and performance of the Consolidated Group.

 

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(b)            Quarterly Financial Statements. (x)  As soon as available, but in any event not later than 45 days after the Closing Date with respect to the fiscal quarter ending June 30, 2021, the unaudited combined statement of assets, liabilities and partners’ capital of the Legacy Partnership, and the related consolidated statements of operations, changes in partners’ equity and cash flows for such fiscal quarter and (y) beginning with the fiscal quarter ending September 30, 2021, as soon as available, but in any event not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year, an unaudited consolidated balance sheet for the Consolidated Group as at the end of such fiscal quarter, and the related consolidated statements of operations, partners’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, and the related consolidated statements of operations, partners’ equity and cash flows for the portion of the fiscal year then ended, in each case setting forth in comparative form as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail with a certificate from a Responsible Officer of the Borrower that the statements were prepared in accordance with GAAP and are a fair representation, in all material respects, of the financial condition and performance of the Legacy Partnership or the Consolidated Group, as applicable, subject only to normal year-end audit adjustments and the absence of footnotes.

 

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

 

Section 6.02           Certificates and Other Information. Deliver to the Administrative Agent for further distribution to each Lender:

 

(a)            Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (beginning with the fiscal quarter ending June 30, 2021), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (i) stating that such financial statements were prepared in accordance with GAAP and are a fair representation, in all material respects, of the financial condition and performance of the Consolidated Group, subject only in the case of quarterly financial statements provided under Section 6.01(b) to normal year-end audit adjustments and the absence of footnotes, (ii) setting forth computations in reasonable detail that is reasonably satisfactory to the Administrative Agent demonstrating compliance with the financial covenants contained herein, (iii) certifying that no Default or Event of Default exists as of the date thereof (or the nature and extent thereof and proposed actions with respect thereto) and (iv) including a summary of all material changes in GAAP and in the consistent application thereof, the effect on the financial covenants resulting therefrom, and a reconciliation between calculation of the financial covenants before and after giving effect to such changes.

 

(b)            Audit Letters. Promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations to the extent submitted to the board of directors (or the audit committee of the board of directors) of Ultimate Parent or the Borrower by independent accountants in connection with the accounts or books of Ultimate Parent or any member of the Consolidated Group, or any audit of any of them.

 

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(c)            Reports to Equityholders. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the trustee, manager or beneficial owners of Ultimate Parent or the Borrower, and copies of all annual, regular, periodic and special reports and registration statements in respect of Ultimate Parent or the Borrower may be filed or be required to filed with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that to the extent any such documents are filed with the SEC, such documents shall be deemed delivered pursuant to this Section 6.02(c) at the time of the filing with the SEC of any such documents.

 

(d)            [Reserved].

 

(e)            Governmental Investigations. Promptly, and in any event within ten Business Days after receipt thereof by the Borrower or any of its Restricted Subsidiaries, copies of each non-ordinary course notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of or with respect to the Borrower and its Restricted Subsidiaries.

 

(f)            Reserved.

 

(g)            Other Information. Promptly, such additional information regarding the business, financial or corporate affairs of any member of the Consolidated Group, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

 

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

 

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Each of Holdings and the Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of Holdings or the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Holdings or the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each of Holdings and the Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such “public side” Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Holdings and the Borrower Materials “PUBLIC,” Holdings and the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Holdings, the Borrower or its Subsidiaries, or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”

 

Section 6.03           Notification. Promptly notify the Administrative Agent of:

 

(i)            the occurrence of any Default or Event of Default;

 

(ii)            any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or nonperformance of, or any default under, a Contractual Obligation of the Borrower or any Restricted Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension as between the Borrower or any of its Restricted Subsidiaries, on the one hand, and any Governmental Authority, on the other hand; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Restricted Subsidiaries;

 

(iii)           any material change in accounting policies or financial reporting practices by Ultimate Parent or any member of the Consolidated Group;

 

(iv)           any announcement by Moody’s or S&P of any change in a debt rating pertinent to Ultimate Parent or any member of the Consolidated Group; and

 

(v)            any litigation, investigation or proceeding affecting any Loan Party in which the amount involved or relief sought would reasonably be expected to have a Material Adverse Effect.

 

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Each notice pursuant to this Section (other than Section 6.03(iv)) shall be accompanied by a statement of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(i) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

 

Section 6.04           Preservation of Existence. Holdings, the Borrower and each of its Restricted Subsidiaries (other than any Immaterial Subsidiary) will preserve and maintain its existence, rights, franchise and privileges in the jurisdiction of its formation (unless it becomes, or any successor hereunder is or becomes organized under the laws of any other State of the United States), and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where the failure to preserve and maintain such existence, rights, franchise, privileges and qualification would reasonably be expected to have a Material Adverse Effect.

 

Section 6.05           Compliance with Laws. The Borrower and its Restricted Subsidiaries will comply with the requirements of all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to the them, other than laws, treaties, rules, regulations and determinations the non-compliance of which, individually or in the aggregate, would not have a Material Adverse Effect.

 

Section 6.06           Books and Records. The Borrower and its Restricted Subsidiaries will maintain proper books of record and account in conformity with GAAP and, as necessary, also such additional books of record and account as may be required by governmental authorities or instrumentalities.

 

Section 6.07           Inspection Rights. The Borrower and its Restricted Subsidiaries will permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to conduct field audits, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Administrative Agent and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower and not more than once per calendar year; provided, however, that when an Event of Default exists the Administrative Agent (or any of its respective representatives or independent contractors) may, upon reasonable advance notice to the Borrower, do any of the foregoing at the expense of the Borrower at any time during normal business hours, as often as the Administrative Agent deems advisable in its sole discretion.

 

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Section 6.08           Use of Proceeds. The proceeds of (a) the Term B-1 Loans borrowed on the Closing Date shall be used (x) together with the proceeds of the 2029 Senior Notes, to repurchase certain Equity Interests of Holdings and Ultimate Parent held by HCRX Feeder Fund, L.P., a Delaware limited partnership, on behalf of the former investors in the Legacy Partnership and to pay fees and expenses incurred in connection with the Transactions and (y) for other purposes not prohibited by this Agreement, including to fund Permitted Acquisitions, (b) the Revolving Loans shall be used to pay for the fees, costs and expenses related to the Transactions and for working capital and general corporate purposes not prohibited by this Agreement, including to fund Permitted Acquisitions and (c) any other Credit Extensions shall be used for working capital, acquisitions, Investments and for other general corporate purposes not prohibited by this Agreement. The Borrower will not use the Loans or the proceeds from any Credit Extension hereunder, directly or indirectly, to lend, contribute, provide or otherwise make available such proceeds to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person that, at the time of such funding, is located, organized or residing in any Designated Jurisdiction or is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, the Arranger or the Administrative Agent) of Sanctions. The Borrower will not use any Loan or the proceeds of any Credit Extension hereunder, directly or, to the knowledge of the Borrower or any Restricted Subsidiaries, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.

 

Section 6.09           Joinder of Subsidiaries as Guarantors.

 

(a)            The Borrower will promptly notify the Administrative Agent of (i) the formation, acquisition or existence of any wholly-owned Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary) or (ii) a Subsidiary ceasing to be an Excluded Subsidiary, together with information relating to such Subsidiary (type and jurisdiction of organization, taxpayer identification number and address information).

 

(b)            Within 60 days of the formation, acquisition or existence thereof or the date such entity ceases to be an Excluded Subsidiary, the Borrower shall (i) cause such Subsidiary (excluding any Excluded Subsidiary) to give a Guaranty, together with certified copies of the organizational documents, resolutions, governing documents and incumbency and favorable opinions of counsel, each in form and substance reasonably satisfactory to the Administrative Agent.

 

Section 6.10      Grant of Liens and Security Interests.

 

(a)            Personal Property. The Finance Obligations will be secured by (i) a grant by Holdings, the Borrower and any person required to provide a Guaranty hereunder (other than the General Partner) of a security interest in substantially all of their personal property (including all accounts, contract rights, deposit accounts, chattel paper, insurance proceeds, inventory, investments and financial assets, general intangibles, intellectual property, licenses, machinery and equipment) which may be perfected by filing financing statements under the UCC, by filing notices of security interests in respect of intellectual property with the United States Copyright Office or the United States Patent and Trademark Office or by “control” under the UCC and (ii) a grant at all times by the General Partner, pursuant to a Pledge Agreement, of the GP Collateral (which, together with Holdings’ beneficial ownership interest in the Borrower, represents 100% of the outstanding beneficial interests of the Borrower). The scope of the Collateral covered by clause (i) of the immediately preceding sentence will not include Excluded Property. In connection with any grant of security interest under this subsection, there will delivered to the Collateral Agent, in the case of the Borrower, Holdings, the General Partner and each other Loan Party on the Closing Date, on the Closing Date, and in the case of any other Restricted Subsidiary, within 60 days (with extensions as deemed necessary by the Collateral Agent) of formation, acquisition or the date when the subject interests are first required to be pledged hereunder, to the extent applicable, (i) a security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) notices of grant of security interest in respect of intellectual property with the United States Copyright Office or the United States Patent and Trademark Office reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (iii) such opinions of counsel as the Collateral Agent may deem reasonably necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be reasonably necessary or appropriate as determined by the Collateral Agent in its reasonable discretion.

 

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(b)            Pledge of Ownership Interests In Subsidiaries. The Finance Obligations will be secured by a pledge of not less than 100% of the issued and outstanding Equity Interests in the Borrower and each other Domestic Subsidiary of the Borrower or any Guarantor and, subject to clause (a) of the definition of Excluded Property, 100% of the Equity Interests in each First-Tier Foreign Subsidiary of the Borrower or any Guarantor. The scope of the Collateral covered by this clause (b) will not include Excluded Property. In connection with any such pledge under this subsection, there will be delivered to the Collateral Agent, within thirty days in the case of Domestic Subsidiaries and ninety days in the case of First-Tier Foreign Subsidiaries, with extensions as deemed necessary and appropriate by the Collateral Agent, (i) a pledge or security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) the original share certificates (if any) evidencing the subject pledged interests, together with undated transfer powers executed in blank, in each case where appropriate, (iii) such opinions of counsel as the Collateral Agent may deem reasonably necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be reasonably necessary or appropriate as determined by the Collateral Agent in its reasonable discretion.

 

Section 6.11           Royalty Proceeds; Cash Management.

 

(a)            All payments due in respect of Royalty Assets, and all other amounts paid or collected in respect of Royalty Assets (collectively, “Royalty Proceeds”), in each case now or hereafter owned by the Borrower or any other Loan Party (other than Holdings) (whether existing at the date of this Agreement or hereafter formed or acquired) shall be paid directly by the payor into (i) a deposit account or securities account of the Borrower or a Guarantor that, in each case, is subject to an Account Control Agreement (such accounts, the “Controlled Accounts”) or (ii) an escrow or lockbox account, solely to the extent such escrow or lockbox account is subject to standing, irrevocable instructions requiring that all Royalty Proceeds deposited therein are swept not less frequently than on a daily basis into a Controlled Account; provided that, with respect to any such account opened prior to the Closing Date, the applicable Loan Party shall have 90 days (or such longer period as may be agreed by the Administrative Agent) to enter into an Account Control Agreement with respect to such account.

 

(b)            The Controlled Accounts and any other account (other than Excluded Accounts) owned by a Loan Party (other than Holdings and the General Partner) shall at all times be subject to an Account Control Agreement; provided that, with respect to any such account opened after the Closing Date, the applicable Loan Party shall have 90 days (or such longer period as may be agreed by the Administrative Agent) to enter into an Account Control Agreement with respect to such account; provided, further, that no Account Control Agreement shall be required with respect to any Excluded Accounts.

 

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(c)            Each Account, and any other account that is required to be subject to an Account Control Agreement pursuant to the preceding clause (b), shall be maintained at an Approved Financial Institution.

 

Section 6.12           Anti-Corruption Laws; Sanctions. Conduct its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

 

Section 6.13           Post-Closing Matters. The Borrower will take each of the actions set forth on Schedule 6.13 within the time period prescribed therefor on such schedule or such later date as may be agreed by the Administrative Agent.

 

Section 6.14           Designation of Unrestricted Subsidiaries. The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary”; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” as defined in or in respect of the 2029 Senior Notes. All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made at the time of the designation. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted under Section 7.02 at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by this Section 6.14, provided, however, (i) no Subsidiary may be designated as an Unrestricted Subsidiary if such designated Unrestricted Subsidiary will own any Royalty Assets and (ii) neither the Borrower nor any of its Restricted Subsidiaries shall be permitted transfer any Royalty Assets to an Unrestricted Subsidiary.

 

If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and (1) any Funded Debt of such Subsidiary, (2) any Liens of such Subsidiary and (3) any Investments of such Subsidiary, in each case shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Funded Debt, Liens or Investments are not permitted to be incurred as of such date under Section 7.03, Section 7.01 or Section 7.02, as applicable, the Borrower shall be in default of such Section 7.03, Section 7.01 or Section 7.02, as applicable.

 

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The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence, on the date of designation, of Funded Debt, Liens and Investments by a Restricted Subsidiary of the Borrower of any outstanding Funded Debt, Liens and Investments of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Funded Debt is permitted under Section 7.03, such Liens are permitted under Section 7.01 and such Investments are permitted under Section 7.02; and (2) no Event of Default shall have occurred and be continuing.

 

Article VII.
NEGATIVE COVENANTS

 

So long as any Lender shall have any Commitment hereunder, any Loan or other Senior Credit Obligation hereunder (other than contingent indemnification obligations for which no claim has been made) shall remain unpaid or unsatisfied, or any Letter of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the L/C Issuer have been made) shall remain outstanding, (x) other than with respect to Section 7.07(a), the Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, directly or indirectly and (y) with respect to Section 7.07 only, Holdings shall not:

 

Section 7.01     Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure Funded Debt, other than:

 

(a)            Liens securing the Finance Obligations;

 

(b)            Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

 

(c)            Liens securing (i) Incremental Equivalent Debt permitted to be incurred pursuant to Section 7.03(c) and Refinancing Debt in respect thereof and (ii) Funded Debt permitted to be incurred pursuant to Section 7.03(e); provided, that if any such Lien is on Collateral, the holders of any such Funded Debt (or a representative thereof) shall be party to an Acceptable Intercreditor Agreement;

 

(d)            Liens securing Funded Debt permitted under Section 7.03(d) existing on property at the time of (and not in contemplation of) its acquisition; provided that such Liens do not extend to or cover any other assets or property other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Funded Debt and other obligations incurred prior to such time and which Funded Debt and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition; and

 

(e)            Liens on any margin stock, if and to the extent the value of all margin stock of the Borrower and its Subsidiaries exceeds 25% of the value of the total assets subject to this Section 7.01;

 

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(f)            Liens in an aggregate principal amount not to exceed the greater of (x) $260,500,000 and (y) 50% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended;

 

(g)            Liens existing on the Closing Date and, to the extent securing Funded Debt in an aggregate principal amount in excess of $5,000,000, set forth on Schedule 7.01(g) and any modifications, replacements, renewals or extensions thereof, provided, such Liens shall secure only those obligations that they secure on the Closing Date (and any Refinancing Debt in respect of such obligations permitted by Section 7.03(i)) and shall not subsequently apply to any other property or assets of the Borrower or any Restricted Subsidiary.

 

Section 7.02     Investments. Make or permit to exist any Investments, other than:

 

(a)            Investments by the Borrower or any of its Restricted Subsidiaries in cash and Cash Equivalents;

 

(b)            Investments received in satisfaction or partial satisfaction of royalty receivables from financially troubled account debtors;

 

(c)            Permitted Acquisitions at any time by the Borrower or any Restricted Subsidiary; provided that the aggregate consideration for all such Permitted Acquisitions of Royalty Assets that are owned by Restricted Subsidiaries that are not Loan Parties shall not exceed the Non-Loan Party Cap;

 

(d)            Investments existing on the Closing Date as set forth on Schedule 7.02(d);

 

(e)            Investments in Restricted Subsidiaries of the Borrower, the proceeds of which are used to satisfy (A) royalty or revenue sharing payments (but only to the extent of distributions or other amounts received by or on behalf of the Borrower in respect of such Investments) or (B) milestone payments;

 

(f)            other Investments (x) in any Subsidiary Guarantor and (y) in any other Restricted Subsidiary that is not a Loan Party, in the case of this clause (y) in an amount not to exceed the Non-Loan Party Cap;

 

(g)            other Investments in an aggregate amount not to exceed the greater of (x) $182,350,000 and (y) 35.0% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended;

 

(h)            Investments arising under Secured Cash Management Agreements and Secured Hedge Agreements;

 

(i)             other Investments in an amount not to exceed the Available Amount at the time of the making of such Investment; provided that the portion of the Available Amount attributed to clauses (a)(i) or (a)(ii) of the definition thereof shall not be available for any such Investments made pursuant to this clause (i) if a Specified Event of Default occurred and is continuing or would be caused thereby;

 

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(j)             Investments by the Borrower and its Restricted Subsidiaries in Royalty Assets in the ordinary course of business; provided that aggregate consideration for such Investments made by Restricted Subsidiaries that are not Loan Parties pursuant to this clause (j) shall not exceed the Non-Loan Party Cap;

 

(k)            Investments so long as (i) no Event of Default has occurred and is continuing or would be caused thereby and (ii) the pro forma Consolidated Total Net Leverage Ratio would be less than 3.50:1.00;

 

(l)             loans and advances to officers, directors, employees or consultants of the Borrower or any Restricted Subsidiary in an aggregate outstanding amount not to exceed $10,000,000;

 

(m)           hedging agreements entered into for non-speculative purposes;

 

(n)            Investments received in connection with the bankruptcy or reorganization or, or settlement of delinquent accounts and disputes with or judgments against customers or Investments acquired as a result of a foreclosure with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

 

(o)            Investments constituting the license or contribution of intellectual property pursuant to joint marketing or other similar arrangements;

 

(p)            any customary upfront milestone, marketing or other funding payment in connection with obtaining a right to receive royalty or other payments in the future; and

 

(q)            advances in the form of prepayment of expenses;

 

provided that the Borrower and its Restricted Subsidiaries shall not make any Investment in any Non-Core Royalty Assets if, at the time of such Investment and immediately after giving effect thereto, the aggregate amount of investments in Non-Core Royalty Assets exceeds the Non-Loan Party Cap.

 

Section 7.03     Funded Debt. Create, incur, assume or suffer to exist any Funded Debt, other than:

 

(a)            the Senior Credit Obligations;

 

(b)            any Funded Debt arising under Secured Cash Management Agreements or Secured Hedge Agreements;

 

(c)            Incremental Equivalent Debt and Refinancing Debt in respect thereof;

 

(d)            (x) Funded Debt of any Person that becomes a Restricted Subsidiary or Funded Debt assumed in connection with an acquisition or other Investment permitted hereunder after the Closing Date; provided that such Funded Debt (A) existed at the time such Person became a Restricted Subsidiary or the assets subject to such Funded Debt were acquired and (B) was not created or incurred in anticipation thereof and (y) any Refinancing Debt in respect thereof;

 

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(e)            (x) Funded Debt incurred in connection with an acquisition or other Investment permitted hereunder after the Closing Date; provided that

 

(i)            after giving effect to the incurrence of such Funded Debt (assuming all commitments under or in respect of such Funded Debt are fully funded and without netting the cash proceeds thereof), (A) in the case of such Funded Debt that is secured on a pari passu or junior basis with the Liens securing the Financing Obligations hereunder, the pro forma Consolidated Senior Secured Net Leverage Ratio would not exceed 3.00:1.00 and (B) in the case of any such Funded Debt that is unsecured, the pro forma Consolidated Total Net Leverage Ratio would not exceed 4.50:1.00,

 

(ii)           such Funded Debt shall not have (A) a final maturity date that is before the Latest Maturity Date at the time of incurrence of such Funded Debt, or (B) a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of any then-existing Facility hereunder; provided that the foregoing limitations shall not apply to (x) customary bridge loans; provided that the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is not earlier than the stated maturity date of the Latest Maturity Date at the time of incurrence of such Funded Debt and (y) Incremental Equivalent Debt having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount;

 

(iii)           if such Funded Debt is secured by assets that constitute Collateral, the holders of such Funded Debt (or a representative therefor) shall be party to an Acceptable Intercreditor Agreement;

 

(iv)          the other terms of such Funded Debt (excluding, for the avoidance of doubt, interest rate (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and optional prepayments or optional redemption premiums and terms) (when taken as a whole) are not materially more favorable to the lenders or other investors providing such Funded Debt than those applicable to this Agreement as determined by the Borrower in good faith (other than covenants or other provisions applicable only to periods after the Latest Maturity Date); and

 

(v)           (A) if such Funded Debt (x) is incurred by any Restricted Subsidiary that is not a Loan Party, such Incremental Equivalent Debt shall not be guaranteed by any Person that is a Loan Party and (y) is incurred by the Borrower or any Guarantor, such Incremental Equivalent Debt shall not be guaranteed by any Person that is not a Guarantor and shall not have any obligors other than the Borrower or the Guarantors and (B) if such Funded Debt is secured by any or all of the Collateral, such Funded Debt shall not be secured by any assets that do not constitute Collateral,

 

and (y) any Refinancing Debt in respect thereof;

 

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(f)            other unsecured Funded Debt of the Borrower and any unsecured Refinancing Debt of the Borrower in respect thereof; provided that, (A) both immediately before and after giving pro-forma effect thereto, no Event of Default shall have occurred, (B) after giving effect to the incurrence of such Funded Debt (assuming all commitments under or in respect of such indebtedness are fully funded and without netting the cash proceeds thereof), the pro forma Consolidated Total Net Leverage Ratio would not exceed 4.50:1.00 and (C) any such Funded Debt (other than Refinancing Debt which shall be subject to the limitations set forth in the definition thereof) has a final maturity date equal to or later than the Latest Maturity Date at the time of incurrence of such indebtedness, and a Weighted Average Life to Maturity equal to or greater than the latest Weighted Average Life to Maturity of any then existing Facility hereunder; provided that the limitations in this sub-clause (C) shall not apply to any such unsecured indebtedness having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount;

 

(g)            other Funded Debt of the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (x) $260,500,000 and (y) 50% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended;

 

(h)            Funded Debt under the 2029 Senior Notes in an aggregate principal amount not to exceed $650,000,000 (inclusive of any Refinancing Debt in respect thereof);

 

(i)             other Funded Debt existing on the Closing Date and, to the extent such Funded Debt is in an aggregate principal amount in excess of $5,000,000, set forth on Schedule 7.01(i) and any Refinancing Debt in respect thereof;

 

(j)             Funded Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations;

 

(k)            Funded Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds;

 

(l)             Funded Debt arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs) incurred or assumed in connection with any transaction not prohibited by this Agreement;

 

(m)           Funded Debt representing deferred compensation to employees, directors, consultants or independent contractors; and

 

(n)            Funded Debt consisting of the financing of insurance premiums.

 

Section 7.04     Dissolution, Mergers and Subsidiaries.

 

(a)            Terminate the existence, dissolve or liquidate, in whole or in part, any Restricted Subsidiary of the Borrower (other than any Immaterial Subsidiary of the Borrower), other than any such termination, dissolution or liquidation occurring in connection with any transaction involving a Restricted Subsidiary of the Borrower that does not, in the good faith judgment of the Borrower, have an adverse impact in any material respect on the value of the Collateral granted to the Administrative Agent for the benefit of the Secured Parties (it being agreed that the transfer of all or substantially all of the Collateral of any Restricted Subsidiary to the Borrower or any other Loan Party (other than Holdings) that is a party to the Security Agreement shall be permitted under this clause (a)).

 

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(b)            Enter into a transaction of merger or consolidation with any other Person; provided that any Subsidiary of the Borrower may merge with or consolidate into (i) the Borrower or (ii) one or more other Restricted Subsidiaries of the Borrower, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person, unless such other continuing or surviving Person would constitute an Immaterial Subsidiary (and has been so designated) after giving effect to such merger.

 

(c)            Except for Excluded Subsidiaries, the Borrower will not form, acquire or permit to exist any Restricted Subsidiaries without giving prior written notice to the Administrative Agent and otherwise complying with Section 6.09(a).

 

Section 7.05     Dispositions. Make Dispositions of assets, other than

 

(a)            Involuntary Dispositions;

 

(b)            Dispositions for fair market value by the Borrower or its Restricted Subsidiaries in any fiscal year of assets if, but only if, the aggregate Consolidated EBITDA attributable thereto for the fiscal year most recently completed prior to the time of any Disposition would not exceed an amount equal to 25% of Consolidated EBITDA for such most recently completed fiscal year;

 

(c)            exclusive and non-exclusive licenses of intellectual property granted by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; and

 

(d)            the abandonment, cancellation, lapse or other Disposition of intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practical to maintain or useful in the conduct of the business of the Borrower or any of its Restricted Subsidiaries.

 

Section 7.06     Distributions. Make Distributions to equity, other than:

 

(a)            Distributions in an aggregate amount not exceed the greater of (x) $260,500,000 and (y) 50% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended;

 

(b)            Distributions to the Manager in respect of Employment Related Expenses;

 

(c)            other Distributions in an amount not to exceed the Available Amount at the time of the making of such Distributions; provided that (x) the portion of the Available Amount attributed to clauses (a)(i) or (a)(ii) of the definition thereof shall not be available for any such Distribution made pursuant to this clause (c) if a Specified Event of Default has occurred and is continuing or would be caused thereby and (y) the portion of the Available Amount attributed to clause (a)(ii) of the definition thereof shall not be available for any such Distribution made pursuant to this clause (c) unless the pro forma Consolidated Fixed Charge Coverage Ratio would be greater than or equal to 2.00:1.00;

 

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(d)            Distributions of net proceeds distributed by any non-wholly-owned Subsidiary to owners of a minority interest in connection with any permitted Disposition by any non-wholly-owned Subsidiary;

 

(e)            Distributions so long as (i) no Event of Default has occurred and is continuing or would be caused thereby and (ii) the pro forma Consolidated Total Net Leverage Ratio would be less than 3.00:1.00;

 

(f)             the Borrower may make Distributions to Holdings or any parent company in an aggregate amount not exceeding 6.0% per annum of the Market Capitalization (determined as of the date of such Distribution, or in the case of dividends of share repurchases, on the date of declaration or notice thereof, if applicable);

 

(g)            the Borrower may make Distributions to Holdings in an amount equal to the Tax Distributions; and

 

(h)            Distributions to purchase or redeem Equity Interests held by then present or former directors, consultants, officers or employees or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any other agreement under which stock or related rights were issued.

 

Section 7.07     Limited Activities.

 

(a)            Conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations or own any assets other than

 

(i)             its ownership of the Equity Interests of the Borrower and activities incidental thereto and Investments by Holdings to be promptly contributed to the Borrower and activities incidental thereto,

 

(ii)            activities incidental to the maintenance of its existence and compliance with applicable Law and legal, tax and accounting matters related thereto and activities relating to its employees,

 

(iii)           activities relating to the performance of obligations under the Loan Documents and the documentation governing other permitted indebtedness to which it is a party,

 

(iv)          the receipt of Distribution permitted to be made to Holdings under Section 7.06 and

 

(v)           activities related to the Transactions.

 

(b)            Amend or modify (i) any Organization Document of Holdings or the Borrower or (ii) any Organization Document of any Restricted Subsidiary of the Borrower (other than any Immaterial Subsidiary), in each case, in a manner materially adverse to the Lenders.

 

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Section 7.08     Fiscal Year. Change its fiscal year without the prior written consent of the Administrative Agent.

 

Section 7.09     Transactions with Affiliates. Enter into any transaction with an Affiliate other than on terms substantially as favorable as would be obtainable in an comparable arm’s length transaction with a Person that is not an Affiliate; except that distributions under Section 7.06 and the agreements and arrangements existing on the Closing Date relating to payment of management fees and expenses to the Manager under the Management Agreement (including Employment Related Expenses) shall not be subject to this Section.

 

Section 7.10     Financial Covenant. Permit the Consolidated Total Net Leverage Ratio of the Consolidated Group as of the end of any fiscal quarter of the Borrower (commencing with the fiscal quarter ending December 31, 2021) to be greater than 4.50 to 1.00; provided that (i) upon the Administrative Agent’s receipt of a QMA Notice and subject to the limitations set forth in the definition of Qualifying Material Acquisition, such ratio shall be increased by 0.50 to 1.00 for the four consecutive fiscal quarters ended immediately after the applicable Consummation Date and (ii) for the avoidance of doubt, any Event of Default in respect of this Section 7.10 shall be subject to Section 8.01(b); provided further that (x) if the Consummation Date is the last day of a fiscal quarter, subject to clause (y), the increased ratio set forth above shall apply as of such date and the three consecutive immediately following fiscal quarters and (y) if the applicable QMA Notice Date occurs after the date on which the financial statements for the fiscal quarter (or, if applicable, fiscal year) ended immediately after (or, if applicable, on) the applicable Consummation Date are due pursuant to Sections 6.01(a) or (b), such increased ratio shall only apply for the three consecutive fiscal quarters ended immediately after such initial fiscal quarter ended immediately after (or, if applicable, on) the applicable Consummation Date provided, further that (i) such increase in the Consolidated Total Net Leverage Ratio shall be limited to two uses over the life of the Revolving Credit Facilities and (ii) there must be at least two consecutive fiscal quarters not subject to such increase in the Consolidated Total Net Leverage Ratio between such uses.

 

Section 7.11     Prepayments of Certain Indebtedness, etc. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Junior Debt, except:

 

(a)            Prepayments, redemptions, purchases or other payments made to satisfy any Junior Debt in an aggregate amount not exceed the greater of (x) $260,500,000 and (y) 50% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended;

 

(b)            the prepayment of any Junior Debt with the Net Cash Proceeds of, or in exchange for, any Junior Debt permitted under this Agreement

 

(c)            prepayments, redemptions, purchases or other payments made to satisfy any Junior Debt of any Junior Debt in an amount not to exceed the Available Amount at the time of the making of such Investment; provided that (x) the portion of the Available Amount attributed to clauses (a)(i) or (a)(ii) of the definition thereof shall not be available for any such prepayments, redemptions, purchases or other payments made pursuant to this clause (c) if a Specified Event of Default occurred and is continuing or would be caused thereby; and

 

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(d)            prepayments, redemptions, purchases or other payments made to satisfy any Junior Debt so long as (i) no Event of Default has occurred and is continuing or would be caused thereby and (ii) the pro forma Consolidated Total Net Leverage Ratio would be less than 3.00:1.00.

 

Section 7.12     Restrictive Agreements. Enter into any Contractual Obligation (other than this Agreement, any other Loan Document or the 2029 Senior Notes) that limits the ability (i) of any Restricted Subsidiary to make Distributions to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any Restricted Subsidiary to Guaranty the indebtedness of the Borrower hereunder or (iii) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Financing Obligations; provided, however, that clauses (i) and (iii) shall not prohibit any negative pledge or similar provision, or restriction on transfer of property, incurred or provided in favor of any holder of indebtedness in respect of capital leases and purchase money financings solely to the extent any such negative pledge relates to the property financed by or the subject of such indebtedness or transaction or any other property securing any other Funded Debt permitted under Section 7.03(e). Notwithstanding the foregoing, this Section 7.12 will not restrict or prohibit:

 

(a)            restrictions imposed pursuant to an agreement that has been entered into in connection with a transaction permitted pursuant to Section 7.05 with respect to the property that is subject to that transaction;

 

(b)            restrictions imposed by any agreement relating to secured Funded Debt permitted pursuant to Section 7.03(b) or (d) to the extent that such restrictions apply only to the property or assets securing to such Funded Debt;

 

(c)            provisions restricting subletting or assignment of Contractual Obligations;

 

(d)            restrictions contained in Funded Debt permitted under Sections 7.03(c) or (e), so long as such restrictions are no more restrictive, taken as a whole, to the Borrower and its Restricted Subsidiaries than the restrictions or covenants contained in this Agreement;

 

(e)            provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

 

(f)             restrictions on cash or other deposits or net worth imposed by customers on the Borrower and its Restricted Subsidiaries under contracts entered into in the ordinary course of business;

 

(g)            encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Funded Debt, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any of its Restricted Subsidiaries in any manner material to the Borrower or any of its Restricted Subsidiaries; or

 

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(h)            encumbrances or restrictions existing under, by reason of or with respect to customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business.

 

Article VIII.
DEFAULTS

 

Section 8.01     Events of Default. An Event of Default shall exist upon the occurrence of any of the following specified events or conditions (each an “Event of Default”):

 

(a)            Non-Payment. Failure by the Borrower or any other Loan Party to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or any L/C Obligation or any fee due hereunder or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document.

 

(b)            Specific Covenants. Failure by the Borrower or Holdings (as applicable) to perform or observe any term, covenant or agreement contained in any of Section 6.02, 6.03(i), 6.04, 6.08, 6.10, or 6.13 or Article VII; provided that any Event of Default under Section 7.10 will not constitute an Event of Default for purposes of the Term Loan, and no Term Loan Lender will be permitted to exercise any remedies with respect to an Event of Default in respect of such Section 7.10 until the later of the date, if any, on which the Revolving Credit Commitments have been terminated and the Revolving Loans have been accelerated with respect to such default in the observance or performance of Section 7.10 and such acceleration has not been rescinded.

 

(c)            Other Defaults. Failure by any Loan Party to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after notice thereof from the Administrative Agent to the Borrower.

 

(d)            Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party or any of its Restricted Subsidiaries herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be false or misleading in any material respect when made or deemed made.

 

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(e)            Cross Default. (i) Holdings or any member of the Consolidated Group (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Funded Debt or Support Obligations (other than indebtedness hereunder and indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Funded Debt or Support Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such indebtedness or the beneficiary or beneficiaries of such Support Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Funded Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such indebtedness to be made, prior to its stated maturity, or such Support Obligations to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined, or as such comparable term may be used and defined, in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any member of the Consolidated Group is the Defaulting Party (as defined, or as such comparable term may be used and defined, in such Swap Contract) or (B) any Termination Event (as so defined, or as such comparable term may be used and defined, in such Swap Contract) under such Swap Contract as to which any member of the Consolidated Group is an Affected Party (as so defined, or as such comparable term may be used and defined, in such Swap Contract) and, in either event, the Swap Termination Value owed by such member of the Consolidated Group as a result thereof is greater than the Threshold Amount.

 

(f)            Insolvency Proceedings, Etc. Holdings or any member of the Consolidated Group (other than any Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding.

 

(g)            Inability to Pay Debts; Attachment. (i) Holdings or any member of the Consolidated Group (other than any Immaterial Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty calendar days after its issue or levy.

 

(h)            Judgments. There is entered against any Holdings or any member of the Consolidated Group (other than any Immaterial Subsidiary) (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of sixty calendar days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

 

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(i)            ERISA. Any member of the Consolidated Group or any ERISA Affiliate shall incur liabilities under or in respect of ERISA that are reasonably likely to have a Material Adverse Effect.

 

(j)            Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Senior Credit Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document.

 

(k)            Change of Control. A Change of Control occurs.

 

(l)            Collateral Documents. Any Collateral Document after delivery thereof pursuant to Article 4 or Section 6.09 shall for any reason (other than pursuant to the terms hereof) cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on a material portion of the Collateral purported to be covered thereby.

 

Section 8.02     Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (or, in the case of Section 8.02(a) (insofar as it relates to the obligations of the Revolving Credit Lenders to make Revolving Loans and of the L/C Issuers to make L/C Credit Extensions), in each case, the Required Revolving Credit Lenders), take any or all of the following actions:

 

(a)            declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

 

(b)            declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

 

(c)            require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 102% of the then Outstanding Amount thereof);

 

(d)            exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the Loan Documents or at law or in equity; and

 

(e)            upon the occurrence of an Event of Default under Section 7.10 that is unwaived, (x) terminate the Revolving Credit Commitments and/or (y) take any or all of the actions specified in Section 8.02(a), (b), (c) or (d) in respect of the Revolving Credit Commitments, Revolving Loans and Letters of Credit.

 

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provided, however, that (x) upon the taking of any action by or upon the direction of the Required Revolving Credit Lenders as contemplated by clause (e) above, the Required Lenders may take any of the actions contemplated by clause (a) though (d) above with respect to any Facility hereunder and (y) upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or any Guarantor under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case, without further act of the Administrative Agent or any Lender.

 

Section 8.03     Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Finance Obligations shall, subject to the provisions of Section 2.13, be applied by the Administrative Agent in the following order:

 

FIRST, to payment of that portion of the Finance Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent in their capacities as such;

 

SECOND, to payment of that portion of the Finance Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

 

THIRD, to payment of that portion of the Finance Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Senior Credit Obligations, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause Third payable to them;

 

FOURTH, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 8.02(c);

 

FIFTH, to payment of that portion of the Finance Obligations constituting unpaid principal of the Loans, L/C Borrowings and amounts then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fifth held by them;

 

LAST, the balance, if any, after Payment in Full, to the Borrower or as otherwise required by Law.

 

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Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

 

Notwithstanding the foregoing, Finance Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

 

Article IX.
AGENCY PROVISIONS

 

Section 9.01     Appointment and Authority.

 

(a)            Administrative Agent. Each of the Lenders and each L/C Issuer hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and Holdings and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

 

(b)            Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Finance Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c)), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto; provided that to the extent an L/C Issuer is entitled to indemnification under this Section 9.01 solely in connection with its role as an L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with this Section 9.01. The provisions of this Article IX shall survive the payment in full of the Finance Obligations, the termination of the Commitments and the termination of this Agreement.

 

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Section 9.02     Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

 

Section 9.03     Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

 

(i)            shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

 

(ii)            shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of an Debtor Relief Law; and

 

(iii)           shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent.

 

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The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until it shall have received written notice from a Lender, an L/C Issuer or the Borrower referring to this Agreement, describing such Default, and stating that such notice is a “notice of default”.

 

Neither the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than, in the case of the Administrative Agent, to confirm receipt of items expressly required to be delivered to the Administrative Agent.

 

Section 9.04         Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the reasonable satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is reasonably satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

 

Section 9.05         Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

 

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Section 9.06         Resignation of Administrative Agent.

 

(a)            The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent shall on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

 

(b)            [reserved].

 

(c)            With effect from the Resignation Effective Date (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(e) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

 

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Any resignation by the entity serving as the Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as an L/C Issuer (if applicable). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor may agree to succeed to and become vested with all of the rights, powers, privileges and duties of a retiring L/C Issuer, if applicable. In connection with any such agreement to succeed to the retiring L/C Issuer, the successor L/C Issuer, if applicable, shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

 

Notwithstanding the foregoing, the failure of any successor to agree to succeed to a retiring L/C Issuer shall not affect the resignation of such retiring L/C Issuer. The retiring L/C Issuer shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.16(c)), but shall have no obligation to issue any additional Letters of Credit or to amend, extend or otherwise modify any existing Letters of Credit (except as required pursuant to the terms of any such existing Letters of Credit).

 

Section 9.07         Non-Reliance on Administrative Agent, the Arrangers and Other Lenders. Each Lender and each L/C Issuer expressly acknowledges that none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arrangers to any Lender as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or such L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and each L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

 

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Section 9.08         No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers or Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.

 

Section 9.09         Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relating to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

 

(i)          to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Senior Credit Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.07, 2.15(h) and Section 2.15(i) and 10.04) allowed in such judicial proceeding; and

 

(ii)         to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

 

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and 10.04.

 

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Finance Obligations or the rights of any Lender or L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or L/C Issuer in any such proceeding.

 

Section 9.10         Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and L/C Issuers irrevocably authorizes the Administrative Agent, at its option and in its discretion:

 

(i)          to release immediately any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full in cash of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been made and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or that is owned by a Guarantor that is released from its Guaranty in accordance with this Agreement, (C) to effect a change in the structure of the General Partner so long as substantially concurrent with such release, the Pledge Agreement (including an additional Pledge Agreement as contemplated by clause (b) of the definition thereof) is entered into pursuant to which a security interest in 100% of the General Partner’s beneficial ownership interest in the Borrower is granted (representing 100% of the outstanding beneficial interests of the Borrower) or (D) if approved, authorized or ratified in writing in accordance with Section 10.01;

 

(ii)         to release immediately any Guarantor from its Guaranty of the Finance Obligations under the Collateral Documents (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been made and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other Administrative Agent and the applicable L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or that is owned by a Guarantor that is released from its Guaranty in accordance with this Agreement or (C) if approved, authorized or ratified in writing in accordance with Section 10.01;

 

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(iii)        to release immediately any Guarantor from its Guaranty of the Finance Obligations and all Liens granted by any such Guarantor, and all pledges of Equity Interests in any such Guarantor under the Security Agreement if such Person ceases to be a Restricted Subsidiary (including by being designated an Unrestricted Subsidiary in accordance with Section 6.14 hereof, or by way of liquidation, merger, consolidation, amalgamation or dissolution or Disposition thereof as permitted by this Agreement), or becomes an Excluded Subsidiary; provided that, if such Guarantor becomes an Excluded Subsidiary by virtue of being a Affected Foreign Subsidiary, then the release of any pledge of Equity Interests therein shall be limited to 35% of the voting Equity Interests thereof and if such Affected Foreign Subsidiary is a direct or indirect Subsidiary of an Affected Foreign Subsidiary, then the release shall be 100% of any pledge of Equity Interests of such Subsidiary; provided, however that if such Guarantor becomes an Excluded Subsidiary solely in reliance on clause (i) of the definition of “Excluded Subsidiary,” then the release of such Guarantor from its Financing Obligations under the Loan Documents shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, after giving pro forma effect to such release and consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person on the date of such release in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s or any Restricted Subsidiary’s Equity Interest therein and such Investment is permitted under Section 7.02 at such time;

 

(iv)        to execute any intercreditor agreements and/or subordination agreements with any holder of any indebtedness or Liens permitted by this Agreement to the extent such intercreditor agreement and/or subordination agreement is required by the terms hereof; and

 

(v)         to subordinate the Liens held by the Administrative Agent under the Loan Documents on any Royalty Assets acquired in a Permitted Acquisition (and any proceeds thereof) to the Liens on such Royalty Assets (and any proceeds thereof) in favor of the seller or other applicable counterparty securing installment payments, milestone payments, or royalty or revenue sharing obligations under the acquisition or similar agreement pursuant to which such Royalty Assets were acquired; provided that such liens shall extend solely to of such Royalty Assets to secure such payments or obligations.

 

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. Any release or subordination permitted hereby shall also be permitted and not constitute a violation of Section 4.02 of the Security Agreement.

 

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Notwithstanding anything to the contrary in this Agreement, upon a Subsidiary being designated an Unrestricted Subsidiary in accordance with Section 6.14 of this Agreement or otherwise ceasing to be a Restricted Subsidiary (including by way of liquidation, merger, consolidation or amalgamation or dissolution) in a transaction permitted by this Agreement, such Subsidiary shall be automatically released and relieved of any obligations under this Agreement and all other Loan Documents, all Liens granted by such Subsidiary in its assets to the Administrative Agent shall be automatically released, all pledges to the Administrative Agent of Equity Interests in any such Subsidiary shall be automatically released, and the Administrative Agent is authorized to, and shall promptly, deliver to the Borrower any acknowledgement confirming such releases and all necessary releases and terminations, in each case as the Borrower may reasonably request to evidence such release and at Borrower’s expense. To the extent any Loan Document conflicts or is inconsistent with the terms of this Section, this Section shall govern and control in all respects.

 

Section 9.11         Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.02, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Finance Obligations arising under Secured Cash Management Agreements or Secured Hedge Agreements unless the Administrative Agent has received written notice of such Finance Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank.

 

Section 9.12         Erroneous Payments.

 

(a)           If the Administrative Agent notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer (any such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Payment Recipient shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

 

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(b)           Without limiting immediately preceding clause (a), each Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, L/C Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

 

(i)           (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

 

(ii)          such Lender, L/C Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.12(b).

 

(c)           Each Lender, L/C Issuer or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, L/C Issuer or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, L/C Issuer or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

 

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(d)           In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or L/C Issuer at any time, (i) such Lender or L/C Issuer shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or L/C Issuer shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning L/C Issuer shall cease to be a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning L/C Issuer and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or L/C Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or L/C Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or L/C Issuer and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, L/C Issuer or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”), provided, that the Loan Parties’ Secured Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Secured Obligations in respect of Loans that may have been assigned to the Administrative Agent under any Erroneous Payment Deficiency Assignment.

 

(e)           The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Finance Obligations owed by the Borrower or any other Loan Party; provided, that this Section 9.13 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Finance Obligations of the Borrower or any other Loan Party relative to the amount (and/or timing for payment) of the Finance Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided further, for the avoidance of doubt, Section 9.13(d) and this subsection (e) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment.

 

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(f)            To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

 

(g)           Each party’s obligations, agreements and waivers under this Section 9.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

 

Article X.
MISCELLANEOUS

 

Section 10.01       Amendments, Etc. Subject to Sections 3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent or ratification of the Required Lenders or such other number or percentage of Lenders as may be specified herein) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that (w) any term or provision of Section 7.10, the definition of “Consolidated Total Net Leverage Ratio” (or any of its respective component definitions (as used solely in such Section but not as used in other Sections of this Agreement)) may only be amended, waived, consented to or otherwise modified with the consent of the Required Revolving Credit Lenders (and no other consents from any other Lenders or group thereof shall be necessary), (x) the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency (or to conform any other Loan Document to be consistent with the requirements of the Credit Agreement) and (y) no such amendment, waiver or consent or other modification shall:

 

(a)           waive or amend any condition set forth in Section 4.01 (other than Section 4.01(h)(i) or Section 4.01(i)), without the written consent of each Lender adversely affected thereby;

 

(b)           without limiting the generality of clause (a) above, waive or amend any condition set forth in Section 4.02 as to any Credit Extension under the Revolving Credit Facility without the written consent of the Required Revolving Credit Lenders;

 

(c)           extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.04 or Section 8.02) without the written consent of such Lender;

 

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(d)           postpone any date fixed by this Agreement or any other Loan Document for (A) any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (B) any scheduled reduction of any Facility hereunder or under any other Loan Document without the written consent of each Appropriate Lender;

 

(e)           reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) except as set forth in clause (w) of the first proviso to this Section 10.01, to amend any financial ratio hereunder (or any defined terms used therein);

 

(f)            change (A) Section 8.03 without the written consent of each Lender, (B) Section 2.11 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (C) the definition of “Applicable Percentage,” the definition of “Applicable Revolving Credit Percentage”, the order of application or pro rata nature of any reduction in the Commitments or any prepayment of Loans among the Classes from the application thereof set forth in the applicable provisions of Section 2.03(a), 2.03(b), 2.04(b), 2.05(b) respectively, in any manner that materially and adversely affects the Lenders under a Facility or Class without the written consent of the Lenders with respect to the relevant Facility or Class and adversely affected thereby;

 

(g)           change (A) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (B) of this Section 10.01(g)), without the written consent of each Lender or (B) the definition of “Required Lenders”, “Required Facility Lenders”, “Required Term B-1 Term Lenders” or “Required Revolving Credit Lenders”, without the written consent of each Lender under the applicable Facility;

 

(h)           release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

 

(i)            release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (as in effect on the Closing Date) (in which case such release may be made by the Administrative Agent acting alone);

 

(j)            impose any greater restriction on the ability of any Lender under a Facility or a Class to assign any of its rights or obligations hereunder without the written consent of the Required Facility Lenders, Required Term B-1 Term Lenders or Required Revolving Credit Lenders, as the case may be, with respect to such Facility or Class; or

 

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(k)           prior to the occurrence of an Event of Default under Section 8.01(f), (A) subordinate any of the Facilities in right of payment to the prior payment of any other Funded Debt of the Loan Parties identified in clause (a) of the definition thereof or (B) subordinate the Liens any of the Collateral to any other Lien on such Collateral securing any other Funded Debt of the Loan Parties identified in clause (a) of the definition thereof, in each case, except as expressly provided in the Loan Documents as in effect on the Closing Date without the written consent of each Lender directly and adversely affected thereby;

 

and provided, further, that: (i) no amendment, waiver, consent or modification shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document, in each case, relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver, consent or modification shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no amendment, waiver or consent which would require the consent of a Lender but for the fact that it is a Defaulting Lender shall be enforced against it without its consent; and (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

 

Notwithstanding any provision herein to the contrary, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders under one or more of the Facilities (each Facility subject to such a Loan Modification Offer, and “Affected Facility”) to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice) (or such shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Loans of the Lenders under the Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments under such Affected Facility as to which such Lender’s acceptance has been made. The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent an agreement in form and substance reasonably satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders under the Affected Facility. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Closing Date under Section 4.01. As used in this paragraph, “Permitted Amendments” shall be limited to (i) an extension of the final maturity date of the applicable Loans of the Accepting Lenders (provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) with respect to Term Loans, a reduction, elimination or extension, of the scheduled amortization of the applicable Term Loans of the Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Rate and any provision establishing a minimum rate), premium, or other amount with respect to the applicable Loans of the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders (such change and/or payments to be in the form of cash, equity interests or other property to the extent not prohibited by this Agreement) and (iv) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence.

 

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If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender, each Appropriate Lender or all affected Lenders (or any other Class or group of Lenders other than the Required Lenders) and that has been approved by the Required Lenders (each such Lender, a “Non-Consenting Lender”), the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant thereto).

 

Section 10.02       Notices; Effectiveness; Electronic Communication.

 

(a)           Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

 

(i)           if to the Borrower or the Administrative Agent to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

 

(ii)          if to any other Lender or an L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender or an L/C Issuer on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

 

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Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

 

(b)           Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to Article II if such Lender or L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

 

(c)           The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall any Agent or any of its Related Parties (collectively, “Agent Parties”) have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or any Agent Party’s transmission of Borrower Materials through electronic telecommunications, notices through the Platform, any other electronic platform or electronic messaging service, except for direct or “economic” (as such term is used in Title 18, United States Code, Section 1030(g)) (as opposed to special, indirect, consequential or punitive) losses, claims, damages, liabilities or expenses to the extent that such losses, claims, damages, liabilities or expenses (x) are determined by a court of competent jurisdiction by a final an non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document in respect of Borrower Materials made available through electronic telecommunications or other information transmission systems, if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to such direct or “economic” damages).

 

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(d)           Change of Address, Etc. Each of the Borrower, the Administrative Agent and the L/C Issuers may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the L/C Issuers. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

 

(e)           Reliance by Administrative Agent, the L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuers, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

 

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Section 10.03   No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or by the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers and, in respect of the Collateral Documents, any other Secured Party; provided, however, that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) each of the L/C Issuers from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.11) or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

 

Section 10.04   Expenses; Indemnity; Damage Waiver.

 

(a)            Costs and Expenses. The Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Arrangers and their respective Affiliates (including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent (and, in the case of an actual conflict of interest, where the party affected by such conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person)), in connection with due diligence, the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of one outside counsel for the Administrative Agent and the Lender (and, in the case of an actual conflict of interest, where the party affected by such conflict, informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected person)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

 

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(b)            Indemnification. The Borrower and each Guarantor, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each L/C Issuer, each Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for external attorneys, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01) or, in the case of the Arrangers and their respective Related Parties only, the syndication of the Loans, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding brought by or against a third party or by or against the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

 

(c)            Reimbursement by Lenders. To the extent that the Borrower and the Guarantors for any reason fail indefeasibly to pay any amount required under subsection (a) or (b) of this Section to be paid by it or them to the Administrative Agent (or any sub-agent thereof), any of the Arrangers, any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), each Arranger, such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or any Arranger or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(d).

 

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(d)            Waiver of Consequential Damages. To the fullest extent permitted by applicable Law, Holdings and the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

 

(e)            Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

 

(f)            Survival. The agreements in this Section shall survive the resignation of the Administrative Agent and any L/C Issuer, the replacement of the Administrative Agent, any Lender or any L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Senior Credit Obligations and the termination of this Agreement.

 

Section 10.05   Payments Set Aside. To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) each Lender and L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (ii) of the preceding sentence shall survive the payment in full of the Senior Credit Obligations, the termination of the Commitments and the termination of this Agreement.

 

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Section 10.06   Successors and Assigns.

 

(a)            Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (x) neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and (y) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any Person party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees and the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

 

(b)            Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

 

(i)            Minimum Amounts.

 

(A)            in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under a Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

 

(B)            in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of a Commitment (which for this purpose includes the Term Loans outstanding thereunder) or, if a Commitment is not then in effect, the principal outstanding balance of the Loans (including such Lender’s participations in L/C Obligations) thereunder of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

 

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(ii)           Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans under the applicable Facility or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Term Facilities on a non-pro rata basis.

 

(iii)         Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

 

(A)            the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Specified Event of Default has occurred and is continuing at the time of such assignment, (2) with respect to Term Loans, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (3) for assignments of Revolving Loans or commitments under the Revolving Credit Facility to any existing Revolving Credit Lender, an Affiliate of an existing Revolving Credit Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and

 

(B)            the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Arranger, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Loan to a Person that is not a Lender, an Arranger, an Affiliate of a Lender or an Approved Fund, and

 

(C)            the consent of the L/C Issuers (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of any Revolving Credit Facility.

 

(iv)         Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

 

(v)          No Assignment to Certain Persons. No such assignment shall be made (A) to any Defaulting Lender or any of its Subsidiaries, or to any Person that would constitute a “Defaulting Lender” upon becoming a Lender hereunder, (B) to any natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons) or (C) any Loan Party or any of their Affiliates (other than assignments to the Borrower pursuant to clause (h) below).

 

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(vi)         Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro-rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro-rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note (or Notes) to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

 

(c)            Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Upon its receipt of a duly completed and executed Assignment and Assumption, the Administrative Agent shall record the information contained therein in the Register. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register is intended to cause each Loan and other obligation hereunder to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version) and within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code. The Register shall be available for inspection by the Borrower and any Lender (with respect to such Lender’s entry), at any reasonable time and from time to time upon reasonable prior notice.

 

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(d)            Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower, any L/C Issuer or the Administrative Agent, sell participations to any Person (other than (w) a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons), (x) a Defaulting Lender (or in terms of Term Loans, until the full aggregate principal amount of the Term Loans contemplated hereby have been advanced to the Borrower; it being understood that the prohibition against the sale of participations to Defaulting Lenders under this clause (x) shall automatically cease to apply once the Term Loans are fully funded) or (y) Holdings, the Borrower or any of the their respective Affiliates or Subsidiaries (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b) (it being understood that any documentation required under Section 3.01 shall be delivered to the participating Lender); provided, further that such agreement or instrument shall provide that the Participant understands that the value of the loan asset (including Participant’s pro rata share thereof) may increase or decrease based on fluctuations in currency exchange rates and agrees that any losses (gains) experienced as a result of changes in currency exchange rates shall be shared by such Participant in accordance with the Participant’s pro rata share. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an non-fiduciary agent of the Borrower (such agency being solely for Tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under United States Treasury Regulations Section 5f.103-1(c) and Proposed Treasury Regulations Section 1.163-5(b) (or, in each case, any amended or successor version) and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

 

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(e)            Limitation Upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender (it being understood that any documentation required under Section 3.01 shall be delivered to the participating Lender).

 

(f)            Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

 

(g)            [Reserved].

 

(h)            Assignments to the Borrower. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to the Borrower on a non-pro rata basis (A) through Dutch Auctions, or similar transactions pursuant to procedures to be established by the applicable “auction agent” that are consistent with this Section 10.06(h), in each case open to all Lenders holding the relevant Term Loans on a pro rata basis or (B) through open market purchases (which purchases may be effected at any price as agreed between such Lender and the Borrower in their respective sole discretion), in each case notwithstanding Section 2.11; provided that:

 

(i)            any Term Loans acquired by the Borrower shall be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Term Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans so retired and cancelled, and each principal repayment installment with respect to the initial Term Loans pursuant to Section 2.05 shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of initial Term Loans so cancelled;

 

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(ii)           no Event of Default exists at the time of acceptance of bids for the Dutch Auction or the confirmation of such open market purchase, as applicable; and

 

(iii)      the purchase consideration for such Dutch Auction or open market purchase shall in no event be funded with the proceeds of Revolving Loans.

 

(i)            Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time a Lender serving as an L/C Issuer assigns all of its Revolving Credit Commitment and Revolving Loans pursuant to subsection (b) above, such Lender may, upon 30 days’ notice to the Borrower and the other Lenders, resign as an L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Credit Lenders a successor L/C Issuer hereunder if such Revolving Credit Lender is willing to act in such capacity; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of the retiring entity as L/C Issuer. If any entity serving as L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.15(c)). Upon the appointment of a successor L/C Issuer and the acceptance of such appointment by such successor, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit.

 

(j)            Disqualified Lenders.

 

(i)            No assignment or participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”) on which the assigning or transferring Lender entered into a binding agreement to sell and assign, or grant a participation in, all or a portion of its rights and obligations under this Agreement, as applicable, to such Person. For the avoidance of doubt, no assignment or participation shall be retroactively invalidated pursuant to this Section 10.06(j) if the Trade Date therefor occurred prior to the assignee’s or participant’s becoming a Disqualified Lender.

 

(ii)          The Administrative Agent and each assignor of a Loan or Commitment or seller of a participation hereunder shall be entitled to rely conclusively on a representation of the assignee Lender or Participant in the relevant Assignment and Assumption or participation agreement, as applicable, that such assignee or purchaser is not a Disqualified Lender. The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to provide the list of Disqualified Lenders to each Lender upon request. Subject to Section 10.06(j)(iii), any assignment by a Lender to a Disqualified Lender in violation of this Section 10.06(j) shall be treated for purposes of this Agreement as a sale by such Lender of a participation of such rights and obligations in accordance with Section 10.06(d), provided that such treatment shall not relieve any assigning Lender from any liabilities arising as a consequence of its breach of this Agreement.

 

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(iii)         If any assignment or participation is made to any Disqualified Lender without the Borrower’s prior written consent in violation of clause (i) above or if any Person become a Disqualified Lender after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Lender and the Administrative Agent, (A) terminate any Revolving Credit Commitment of such Disqualified Lender and repay all obligations of the Borrower owing to such Disqualified Lender in connection with such Revolving Credit Commitment or in accordance with and subject to the provisions of Section 10.13, require such Disqualified Lender to assign and delegate all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 or Section 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee as if such Disqualified Lender were required to do so pursuant to Section 10.13, (B) in the case of Term Loans held by a Disqualified Lender, purchase or prepay such Term Loans by paying the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such Term Loans and or (C) in the case of Term Loans, require such Disqualified Lender to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.06) all of its interest, rights and obligations under this Agreement to one or more Eligible Assignees that agrees to such assignment in writing at a price equal to the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such interests, rights and obligations.

 

(iv)         Notwithstanding anything to the contrary contained in this Agreement, Disqualified Lenders (1) will not have the right to (x) receive information, reports or other materials provided to the Administrative Agent or the Lenders by the Borrower or any of its Subsidiaries, the Administrative Agent or any other Lender, (y) attend or participate (including by telephone) in meetings attended by any of the Lenders and/or the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (2) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemed to have consented to such matter in the same proportion as the Lenders that are not Disqualified Lenders consented to such matter; provided however that any Disqualified Lender’s consent shall be required for any amendment, waiver or other modification described in clause (c) of Section 10.01 with respect to any increase to the Commitments of such Disqualified Lender, and (y) for purposes of voting on any plan of reorganization pursuant to Section 1126 of the Bankruptcy Code of the United States or any similar plan or proposal under any other Debtor Relief Law with respect to Borrower or any of its Subsidiaries, each Disqualified Lender hereby agrees (1) not to vote on such plan, (2) if such Disqualified Lender does vote on such plan notwithstanding the restriction in the immediately foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code of the United States (or any similar provision in any other similar federal, state or foreign law affecting creditor’s rights, including any Debtor Relief Law), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code of the United States (or any similar provision in any other similar federal, state or foreign law affecting creditor’s rights including any Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

 

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(v)          Notwithstanding anything to the contrary in this Agreement, the Loan Parties and the Lenders acknowledge and agree that in no event shall the Administrative Agent or any of its Affiliates or Related Parties be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified ‎Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Disqualified Lender.

 

Section 10.07   Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed: (i) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable Law or compulsory legal process or to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.12(d) or Section 2.14(b) or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (vii) with the consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, (B) becomes available to the Administrative Agent, any Lender, L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or (C) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 10.07 or (ix) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder. In addition, each of the Administrative Agent, the L/C Issuers and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents, the L/C Issuers and the Lenders in connection with the administration of this Agreement and the other Loan Documents. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any L/C Issuer or any Lender on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

 

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Notwithstanding the foregoing, any Agent and any Lender may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Loan Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense.

 

Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (i) the Information may include material non-public information concerning the Borrower or one or more Subsidiaries, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Laws, including United States Federal and state securities Laws.

 

Section 10.08   Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Finance Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to all other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have under applicable Law or otherwise. Each Lender and L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

 

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Section 10.09   Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the unpaid principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Senior Credit Obligations hereunder.

 

Section 10.10   Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

 

Section 10.11   Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, each Lender and each L/C Issuer, regardless of any investigation made by any Agent or any Lender or any L/C Issuer or on their behalf and notwithstanding that any Agent or any Lender or any L/C Issuer may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Senior Credit Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) hereunder shall remain unpaid or unsatisfied, any Commitment remains in effect or any Letter of Credit shall remain outstanding.

 

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Section 10.12   Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, then, to the fullest extent permitted by law, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or any L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

 

Section 10.13   Replacement of Lenders. If any Lender (x) requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (y) is a Defaulting Lender or (z) is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

 

(i)            the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

 

(ii)           such Lender shall have received payment of an amount equal to the outstanding principal of its Loans or L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal, L/C Advances, and accrued interest and fees) or the Borrower (in the case of all other amounts);

 

(iii)          in the case of any assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

 

(iv)          such assignment does not conflict with applicable Laws; and

 

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(v)          in the case of any replacement of Lenders under the circumstances described in last paragraph of Section 10.01, the applicable amendment, waiver, discharge or termination that the Borrower has requested shall become effective upon giving effect to such replacement (and any related Assignment and Assumptions required to be effected in connection therewith in accordance with this Section 10.13), and such Lender (in lieu of the assignee) shall have received payment of the amount that would be (or would have been) payable to such Lender under Section 2.03(d)(ii) but for such replacement.

 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender and L/C Issuer agrees that, if the Borrower elects to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided that the failure of any such non-consenting Lender to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

 

Section 10.14   Governing Law; Jurisdiction Etc.

 

(a)            Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 

(b)            Submission to Jurisdiction. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

 

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(c)            Waiver of Venue. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

 

(d)            Service of Process. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

 

Section 10.15      Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

Section 10.16        No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders, the L/C Issuers and the Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Lenders, the L/C Issuers and the Arrangers, on the other hand, (B) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Lenders, the L/C Issuers and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Holdings or the Borrower or any of their Affiliates, or any other Person and (B) neither the Administrative Agent nor any of the Lenders, the L/C Issuers or Arrangers has any obligation to Holdings, the Borrower or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders, the L/C Issuers and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their Affiliates, and neither the Administrative Agent nor any of the Lenders, the L/C Issuers or Arrangers has any obligation to disclose any of such interests to Holdings, the Borrower or their Affiliates. To the fullest extent permitted by law, each of Holdings and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders, the L/C Issuers and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

 

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Section 10.17        Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

 

Section 10.18        USA PATRIOT Act Notice. Each Lender and each L/C Issuer that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender or L/C Issuer) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower and each other Loan Party, which information includes the name and address of the Borrower and each other Loan Party and other information that will allow such Lender, L/C Issuer or the Administrative Agent, as applicable, to identify the Borrower and each other Loan Party in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. The Borrower, and shall cause each L/C Issuer to shall, promptly following a request by the Administrative Agent or any Lender or L/C Issuer, provide all documentation and other information that the Administrative Agent or such Lender or L/C Issuer requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulation.

 

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Section 10.19        Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

(a)           the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

 

(b)            the effects of any Bail-In Action on any such liability, including, if applicable:

 

(i)            a reduction in full or in part or cancellation of any such liability;

 

(ii)            a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

 

(iii)           the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

 

Section 10.20        Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

 

(a)           In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

 

 168 

 

 

(b)          As used in this Section 10.21, the following terms have the following meanings:

 

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

 

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

 

Section 10.21        Certain ERISA Matters. (c) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

 

(i)            such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Term Loans or the Term Commitments;

 

(ii)           the transaction exemption set forth in one or more PTEs, such as PTE 8414 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith;

 

 169 

 

 

(iii)          (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Term Loans, the Term Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement; or

 

(iv)          such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

 

(b)          In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

 

Section 10.22        Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. The provisions of this Section 10.22 shall survive the payment in full of the Obligations, the termination of the Commitments and the termination of this Agreement.

 

[Signature Pages Follow]

 

 170 

 

 EX-23.1 5 tm2113163d21_ex23-1.htm EXHIBIT 23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form S-1 of Healthcare Royalty, Inc. of our report dated May 5, 2021 relating to the combined financial statements of HealthCare Royalty Partners III, L.P., HealthCare Royalty Partners IV, L.P., HCRP Overflow Fund, L.P., HCR Stafford Fund, L.P., HCR Molag Fund, L.P., HCR H.O.P. Fund, L.P., HCR Potomac Fund, L.P., HCR Canary Fund, L.P., PPCF Harris Feeder, L.P., HealthCare Royalty Partners III-A, L.P., and HealthCare Royalty Partners IV-A, L.P., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

 

New York, New York

August 2, 2021

 

 

 

 

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