Revance Therapeutics Inc (RVNC)

[mouton29]

Re: Athyrium debt. So far as I can tell, the third tranche -- unlike the first two tranches -- is uncommitted, so, yes, they needed to satisfy the market. The 10-K uses that word to describe it, indeed the definition of Third Tranche is:

“Third Tranche” means the uncommitted tranche of additional Notes Payable in an aggregate amount of up to $150.0 million, available until March 31, 2024, subject to the satisfaction of certain conditions set forth in the Note Purchase Agreement.

See https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001479290/000147929024000038/rvnc-20231231.htm#i3d9f5b6cfc914f2989dfc00260c6bf53_271

This is reflected in the Note Purchase AGreement, available at https://www.sec.gov/Archives/edgar/data/1479290/000119312522146362/d327432dex104.htm

2.13 Third Tranche.

At any time on or after the Closing Date but prior to the earlier to occur of (x) March 31, 2024 and (y) the termination of all unused Note Purchase Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the Note Documents, subject to the written approval of Athyrium, the Issuer may institute the Third Tranche in an aggregate amount not to exceed ONE HUNDRED MILLION DOLLARS ($100,000,000); provided, that:


(a) the Issuer shall have obtained commitments for the amount of the Third Tranche from existing Purchasers or other Persons reasonably acceptable to Athyrium, which Purchasers shall join in this Agreement pursuant to such agreements as are reasonably acceptable to Athyrium;


...

(f) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Third Tranche Note Purchasers, as set forth in the Third Tranche Joinder Agreement;

(g) no Purchaser shall be obligated to participate in the Third Tranche, which decision shall be made in the sole discretion of each Purchaser;

The actual conditions set forth in the Note Purchase Agreement and described in the 10-K are fairly minimal, e.g., achieving trailing 12 month Daxxify revenue of $50 million, but if the there is no committment, satisfaction of the conditions is necessary but not sufficient to a draw -- they have to find buyers. And in fact, there is no certainty that buyers will be found at the interest rate in the NPA.