Athenex, Inc.: M&A transaction — Athenex closes sale of China API business for ~$18M; enters supply agreement

Athenex, Inc.

Sold equity interests in China API manufacturing to Chongqing Comfort Pharmaceutical for ~$18M gross.
Received ~$11M net at closing; remaining proceeds due in two tranches over six months.
Entered long-term supply agreement for APIs used in Klisyri (tirbanibulin) and oral paclitaxel.
Also received waiver from lenders waiving mandatory prepayment of Credit Agreement upon sale closing.
CEO states completion demonstrates progress on monetizing non-core assets to focus on NKT cell therapy pipeline.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Athenex, Inc. completed a disposition involving Chongqing Comfort Pharmaceutical Inc. as assignee of TiHe Capital (Beijing) Co. Ltd. for RMB129.4 million, or approximately $18 million (closed 2022-11-16).

Action: disposition
Counterparty: Chongqing Comfort Pharmaceutical Inc. as assignee of TiHe Capital (Beijing) Co. Ltd.
Consideration: RMB129.4 million, or approximately $18 million
Closing: 2022-11-16

Exact text from the filing

On November 16, 2022, the Company completed the sale of its equity interests in its active pharmaceutical ingredient (“API”) manufacturing business in China to Chongqing Comfort Pharmaceutical Inc. as assignee of TiHe Capital (Beijing) Co. Ltd. (the “Buyer”) for an aggregate purchase price of RMB129.4 million, or approximately $18 million, pursuant to the Equity Purchase Agreement dated July 7, 2022 between the Company and the Buyer

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

Athenex, Inc. entered into Supply Agreement with entities controlled by the assignee of the Buyer (the "Supplier") (effective 2022-11-16).

Action: entry
Agreement: supply
Counterparty: entities controlled by the assignee of the Buyer (the "Supplier")
Effective: 2022-11-16

Exact text from the filing

Upon the closing of the Sale, the Company and ATNX SPV, LLC (the “Subsidiary”) entered into a non-exclusive supply agreement (the “Supply Agreement”) with entities controlled by the assignee of the Buyer (the “Supplier”).

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

Athenex, Inc. amended the Waiver with Oaktree Fund Administration, LLC, as administrative agent, and the lenders (effective 2022-11-17).

Action: amendment
Agreement: credit facility
Counterparty: Oaktree Fund Administration, LLC, as administrative agent, and the lenders
Effective: 2022-11-17

Exact text from the filing

As of November 17, 2022, the Company received a waiver (the “Waiver”) of certain terms of the Credit Agreement and Guaranty, dated as of June 19, 2020 by and among the Company, as borrower, the guarantors from time to time party thereto, Oaktree Fund Administration, LLC, as administrative agent, and the lenders (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

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Source: SEC EDGAR

accession 0001193125-22-289550

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