2.3 Consideration
"Concordia, through its wholly-owned subsidiary, acquired AMCo for cash consideration of approximately £800 million (with a value at closing of US$1.24 billion), 8.49 million common shares of the Company (with a value at closing of US$230.8 million) and daily interest of £272,801 that accrued from June 30, 2015 to October 21,2015 (with a value at closing of US$47.6 million).
In addition the Company will pay to the Vendors a maximum cash earn-out of £144 million (with an estimated value at closing of US$207.9 million) based on AMCo’s future gross profit over a period of 12 months from October 1, 2015. If the Company acquires certain specified pharmaceutical products from a specified third party introduced to the Company by certain of the Vendors within 12 months of the date of the Acquisition, the Company will pay to the Vendors an additional US$72 million.
As part of the purchase commitment the Company was required to repay on the Closing Date AMCo’s existing senior secured facilities in the respective principal amounts of £581 million and €440 million plus accrued interest and related cross-currency swaps (with a value at closing of US$1.4 billion).
Concurrent with the closing of the Acquisition the Company also repaid, in full, the outstanding principal balance of its existing term facility of US$573.6 million (the “Existing Term Facility”).
The cash portion of the purchase price for the Acquisition in the amount of US$1.28 billion plus the funds required to repay AMCo’s existing debt in the amount of US$1.4 billion and to repay the Existing Term Facility was funded by a combination of cash on hand and debt and equity financings.
In that respect the Company: (i) completed an equity offering whereby it issued 8,000,000 common shares of the Company at a price of US$65.00 per share for gross proceeds to Concordia of US$520 million (the “Equity Offering”); (ii) entered into a credit agreement (the “Credit Facility”) with a syndicate of lenders for senior secured term loans of US$ 1.1 billion and £500 million; (iii) entered into two bridge loans for an aggregate amount of US$180 million; and (iv) issued senior notes in the principal amount of US$790 million. The Equity Offering was completed pursuant to an underwriting agreement with a syndicate of underwriters (the “Equity Underwriters”). The Equity Offering closed on September 30, 2015. Concordia entered into the Credit Facility on October 21, 2015 pursuant to which a syndicate of lenders made secured term loans in the aggregate amounts of US$1.1 billion in one tranche (the “USD Term Loan”) and £500 million in a separate tranche (the “GBP Term Loan” and together with the USD Term Loan, the “Term Loans”) and made available to Concordia a secured revolving loan in the aggregate outstanding principal amount of up to US$200 million.
All obligations of the Company under the Credit Facility are or will be, as applicable, guaranteed by all material subsidiaries of the Company and secured by first priority security interests in the assets of the Company and the assets of and equity interests in its material subsidiaries.
The Term Loans mature on October 21, 2021, have variable interest rates and require fixed payments over the term to maturity as well as mandatory repayments based on excess cash flow generated by the Company, calculated annually. Interest rates on the Term Loans are calculated based on LIBOR plus applicable margins, with a LIBOR floor of 1%. In addition, on the Closing Date, a syndicate of lenders provided the Company with: (i) a senior unsecured equity bridge term loan facility in an aggregate principal amount of US$135 million (the “Extended Bridge Loans”); and (ii) a senior unsecured equity bridge term loan facility in an aggregate principal amount of US$45 million (the “Equity Bridge Loans” and together with the Extended Bridge Loans, the “Bridge Facilities”). All obligations of the Company under the Bridge Facilities, subject to certain customary exceptions, are or will be, as applicable, guaranteed by all material subsidiaries of the Corporation. The Extended Bridge Loans will carry a maturity of seven years and an interest rate of 9.5% for two years. If the Extended Bridge Loans are not paid off by the Company in two years then the interest rate will increase to 11.5% and the lenders holding the Extended Bridge Loans will have the right to convert the Extended Bridge Loans into a five-year bond with an interest rate of 11.5%. The Equity Bridge Loans carry a maturity of two years and an interest rate of 9.5%. On the Closing Date the Company also issued US$790 million in aggregate principal amount of 9.5% senior notes due 2022 (the “Notes”). The Notes bear interest at a rate of 9.5%, which will be paid on June 15 and December 15 of each year, beginning on June 15, 2016 and will mature on October 21, 2022. Prior to December 15, 2018 the Company may redeem up to 35% of the Notes with the net proceeds of certain equity offerings at a premium plus accrued and unpaid interest to the date of redemption. Prior to December 15, 2018, the Company may also redeem the Notes in whole or in part upon payment of a make-whole premium plus accrued and unpaid interest to the date of redemption. On and after December 15, 2018, the Company may redeem the Notes in whole or in part at certain specified redemption prices. If certain assets are sold or in the event of a change of control, the Company may be required to repurchase some or all of the Notes. The Notes are, or will be, as applicable, guaranteed, jointly and severally, on a senior unsecured basis by certain existing and future direct and indirect subsidiaries of the Company (the “Guarantors”). The Notes and the guarantees rank senior in right of payment to all of Concordia’s subordinated indebtedness, as well as the subordinated indebtedness of the Guarantors, and equal in right of payment with all of Concordia’s and the Guarantors’ existing and future senior indebtedness, including indebtedness under the Term Loans. The Notes effectively are subordinated to all of Concordia’s existing and future secured indebtedness, as well as the secured indebtedness of the Guarantors, to the extent of the value of the assets securing such indebtedness. The Notes and guarantees also are structurally subordinated to all existing and future obligations, including indebtedness and trade payables, of any of Concordia’s subsidiaries that do not guarantee the Notes.