Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Bridge Facility Agreement
On
Pursuant to the initial Bridge Facility Agreement, the AlbaCore Bridge Notes
Subscribers provided Babylon with secured debt financing in the form of a senior
secured term loan notes facility (the "Bridge Facility") for an aggregate
principal amount of up to
On
Pursuant to the Amended Bridge Facility Agreement, the Bridge Noteholders agreed
to provide further secured debt financing in the form of an additional senior
secured term loan notes facility (the "Additional Bridge Facility") in an
additional aggregate principal amount of up to
The Additional Bridge Notes will be issued by the Parent Guarantor, and are on economic terms substantially similar to the Bridge Notes and will rank pari passu with the Bridge Notes. The issuance of the Additional Bridge Notes is subject to the satisfaction of certain conditions precedent, including the receipt of certain supplemental security agreements and other transaction documentation, and with respect to the third tranche (Tranche Six, as defined below), approvals by Bridge Noteholders.
Each member of the Group which granted security to secure the obligations in respect of the Bridge Notes and the Existing Notes (as defined below) is required to grant supplementary security on substantially the same terms to secure the obligations in respect of the Additional Bridge Notes. The Additional Bridge Notes are guaranteed by the Company and the Guarantors on substantially the same terms as the guarantees granted in respect of the Bridge Notes.
The first tranche of the Additional Bridge Facility ("Tranche Four," in an
aggregate principal amount of
--------------------------------------------------------------------------------
of original issue discount) may be utilized from
The Amended Bridge Facility Agreement provides that proceeds from the Additional Bridge Facility must be used for working capital purposes and payments of fees, costs and expenses in connection with the Additional Bridge Facility and related transaction documentation. Pursuant to the terms of the Amended Bridge Facility Agreement, the Group is subject to certain additional restrictive covenants in relation to cash management, intra-group lending and certain other transactions, certain permitted exclusions to the restrictive covenants under the Bridge Facility Agreement have been removed or limited, certain events of default have been expanded to cover all members of the Group, certain additional events of default have been added to the Bridge Facility Agreement, certain additional events in relation to restrictions on transfer of the Bridge Notes and/or the Additional Bridge Notes have been added to the Bridge Facility Agreement and the operational milestones in relation to a recapitalization of the Group and/or the sale of the Group, a sale of a strategic minority stake in the Group or a sale of material assets or subsidiaries of the Group have been removed.
The economic pricing terms of the Additional Bridge Notes are substantially similar to the Bridge Notes. The Additional Bridge Notes bear PIK interest at a rate of Term SOFR plus credit adjustment spread plus a 12% margin. All PIK interest shall be capitalized and added to the principal of the Additional . . .
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under "Amended and Restated Bridge Facility Agreement" in Item 1.01 of this Current Report is hereby incorporated by reference in this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section,
--------------------------------------------------------------------------------
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
--------------------------------------------------------------------------------
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits: Exhibit No. Description 99.1 Press release, datedMay 10, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source