Synergy Pharmaceuticals – Court Approves $45mn in Interim DIP Financing

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December 13, 2018 – The Court hearing the Synergy Pharmaceuticals case issued an interim order authorizing the Debtor to (i) enter into the debtor-in-possession (“DIP”) financing arrangements described below and (ii) access cash collateral [Docket No. 48]. The present order (the “First Interim Order”) anticipates the filing of two subsequent orders; the “Second Interim Order” and the “Final Order,” pursuant to which the Debtors will be able to access $11.5mn of interim DIP financing and $33.5mn of final DIP financing, respectively.

As previously cited from the motion requesting the DIP financing: “In the weeks leading up to the Petition Date, the Debtors and their advisors engaged in extensive, hard-fought negotiations with their prepetition lenders regarding potential proposals for debtor-in-possession financing that would provide the Debtors with (a) critical liquidity to fund their operations and these Chapter 11 Cases and (b) the best path forward for their reorganization. This process proved successful, culminating in a postpetition financing facility provided by the Debtors’ secured prepetition lenders and the consensual use of cash collateral during these Chapter 11 Cases. By this motion, the Debtors seek approval of the DIP Facility provided by the DIP Lenders in an aggregate principal amount of $155,000,000, comprised of (i) approximately $110,000,000 of loans representing a partial ‘roll-up’ of the Prepetition Secured Obligations, and (ii) $45,000,000 of ‘new money’ loans.” The motion also states, “…the use of Cash Collateral and the DIP Facility will provide the Debtors with ample liquidity to fund the Debtors’ business operations and administrative expenses during these Chapter 11 Cases. Moreover, the consensual use of Cash Collateral and access to the DIP Facility will send a clear signal to the Debtors’ customers and vendors that the Debtors’ operations can and will continue on a business-as-usual basis, which is critical to the success of the proposed sale of substantially all of the Debtors’ assets in these Chapter 11 Cases.”

 
Material Terms of the DIP Loan (defined terms used below are as defined in the DIP Loan):
  • Borrowers: Synergy Pharmaceuticals Inc.
  • Guarantors: Synergy Advanced Pharmaceuticals Inc., a wholly owned subsidiary of the Borrower.
  • DIP Lenders: CRG Partners III L.P., CRG Partners III (Cayman) Unlev AIV I L.P., CRG Partners III – Parallel Fund “A” L.P., CRG Partners III – Parallel Fund “B” L.P., CRG Partners III (Cayman) Lev AIV I L.P., CRG Issuer 2017-1, as may be amended prior to the entry of the Final Order solely to adjust the proportionate shares of the DIP Lenders, but not to reduce the aggregate commitments of the DIP Lenders, collectively
  • DIP Agent: CRG Servicing LLC.
  • DIP Loan: Commitments total $155,000,000 in the aggregate, consisting of (a) $45,000,000 of “new money” loans, and (b) approximately $110,000,000 of loans representing a “roll up” of a portion of the Prepetition Obligations.
  • Interest Rates: Interest shall accrue on the DIP Loans at the rate of Libor + 9.50% per annum
  • Use of DIP Proceeds and Cash Collateral: The proceeds of the New Money DIP Loans and Cash Collateral shall be available to finance, in each case in accordance with the Budget (as defined below): (i) working capital and general corporate purposes of the Debtors; (ii) the pursuit of an Acceptable 363 Sale; and (iii) bankruptcy-related costs and expenses, subject to the Carve Out.

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