Verona Pharma secures up to $650M strategic financing from Oaktree and OMERS for ensifentrine launch

Verona Pharma plc

Debt facility of $400M in five tranches; $55M drawn at close, $70M upon FDA approval, $175M on sales milestones, $100M discretionary.
Revenue interest agreement (RIPSA) up to $250M; $100M upon FDA approval, $150M on sales milestones; capped at 1.75x funded amount.
Debt interest 11% p.a., interest-only quarterly, maturity May 2029; exit fee 2.5%; prepayment fees 1-7%.
Proceeds used to repay $50M prior loan to Oxford/Hercules and for general working capital.
Existing cash of $255M plus new funding extends cash runway beyond 2026.

item 1.01 item 1.02 item 2.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Verona Pharma plc entered into Credit Agreement with Oaktree Capital Management, L.P. and OCM Life Sciences Portfolio LP valued at up to $400.0 million (effective 2024-05-09).

Action: entry
Agreement: credit facility
Counterparty: Oaktree Capital Management, L.P. and OCM Life Sciences Portfolio LP
Value: up to $400.0 million
Effective: 2024-05-09

Exact text from the filing

On May 9, 2024 (the “Effective Date”), Verona Pharma, Inc. (the “Borrower”), a wholly-owned subsidiary of Verona Pharma plc (the “Company”), entered into a term loan facility of up to $400.0 million (the “Term Loan”), consisting of a term loan advance in an aggregate amount of $55.0 million to be funded on the Effective Date (the “Tranche A Term Loan”), a term loan advance to be borrowed within eight business days after the occurrence of certain terms and conditions in an aggregate amount of $70.0 million (the “Tranche B Term Loan”), a term loan advance available subject to certain terms and conditions in an aggregate amount of $75.0 million (the “Tranche C Term Loan”), a term loan advance available subject to certain terms and conditions in an aggregate amount of $100.0 million (the “Tranche D Term Loan”) and a term loan advance available in the sole discretion of the lenders and subject to certain terms and conditions in an aggregate amount of up to $100.0 million (the “Tranche E Ter

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Source: SEC EDGAR

accession 0001104659-24-059109

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