transactions, dividends, modifications to material agreements, payment of subordinated indebtedness, and other matters customarily restricted in such agreements. Specifically, the Company is prohibited from exclusively licensing, selling or otherwise disposing of U.S. rights to oncology indications of selinexor. The Credit Agreement also contains certain events of default after which the Term Loan may be due and payable immediately, including, without limitation, withdrawal of approval for selinexor with respect to its current approved indication for use with bortezomib and dexamethasone, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, judgments against the Company and its subsidiaries, change in control and lien priority.
The above description of the Credit Agreement and Term Loan is a summary only and is qualified in its entirety by reference to the Credit Agreement, which will be filed as an exhibit to a Current Report on Form 8-K to be filed subsequent to the date hereof.
Exchange Agreements
On the Closing Date, the Company also entered into privately-negotiated agreements (the “Exchange Agreements”) with a limited number of existing holders of 2025 Notes who are both institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (such existing holders, the “Exchange Participants”) to exchange approximately $148.0 million aggregate principal amount of the Exchange Participants’ existing 2025 Notes for (i) approximately $111.0 million aggregate principal amount of the Company’s newly-issued 6.00% Convertible Senior Notes due 2029 (the “New Notes”) and (ii) warrants (the “Warrants”) to purchase up to approximately 46.0 million shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The New Notes and the Warrants are described in more detail below. The above description of the Exchange Agreements is a summary only and is qualified in its entirety by reference to the form of Exchange Agreement, which will be filed as an exhibit to a Current Report on Form 8-K to be filed subsequent to the date hereof. These exchange transactions made pursuant to the Exchange Agreements are expected to close on or around May 13, 2024, subject to customary closing conditions (the “New Notes Closing Date”).
Indenture and the New Notes
The New Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of New Notes Closing Date, by and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (in such capacity, the “Trustee”). Pursuant to the Indenture, the Company expects to issue approximately $111.0 million aggregate principal amount of the New Notes to certain holders of the Company’s existing unsecured convertible senior notes, as well as $5.0 million aggregate principal amount of the New Notes to HCRx. The New Notes will be second-lien secured obligations of the Company and bear interest at a rate of 6.00% per year payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning on June 30, 2024. The New Notes will mature on May 13, 2029, unless earlier converted, redeemed or repurchased in accordance with their terms.
On or after May 13, 2026, the Company may redeem for cash all or a portion of the New Notes, at any time and from time to time, if the last reported sale price of the Common Stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within five trading days prior to the date on which the Company provides notice of redemption. The redemption price will be equal to the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus the make-whole consideration (the “Redemption Make-Whole Consideration”), payable in cash or, under certain circumstances and if the Company so elects, in shares of Common Stock or a combination of cash and Common Stock, having a value equal to the aggregate value of all remaining interest payments on the New Notes from the redemption date through the scheduled 2029 maturity date of the New Notes (with the value of any shares of Common Stock issued as part of the Redemption Make-Whole Consideration valued based on the market price of the Common Stock at such time, as determined in accordance with the Indenture). No sinking fund will be provided for the New Notes. In addition, in some cases the Company will be required to make an offer to repurchase the New Notes at a 101% premium to par with proceeds from certain asset sales, subject, in some cases, to reinvestment rights.