BUENA, N.J., Jan. 28, 2021 /PRNewswire/ -- Teligent, Inc.
(Nasdaq: TLGT), ("Teligent" or the "Company"), a New Jersey-based specialty generic
pharmaceutical company, today announced a series of strategic
actions in partnership with its senior lenders and its Series C
noteholders to recapitalize and enhance the Company's financial
flexibility. Through these actions and with support from its senior
lenders and Series C noteholders, the Company is strengthening its
balance sheet while also working to raise additional capital and
position itself for success, including enabling it to complete the
work necessary to remediate and address the issues raised by the
U.S. Food and Drug Administration (FDA) in the Warning Letter
issued to the Company on November 26,
2019.
- In support of the Company, Teligent's Series C noteholders
(primarily Silverback Asset Management, LLC ["Silverback"] and
Nantahala Capital Management, LLC ["Nantahala"]) and its senior
secured lenders have converted approximately $77 million of total debt into equity at sixty
percent (60%) and thirty percent (30%) premiums, respectively, to
the approximate price per share of $1.11, the volume weighted average price ("VWAP")
of the common stock for a trailing five day trading period ending
on January 26, 2021.
- Teligent's Second Lien Credit Agreement has been amended to
provide $4.6 million in incremental financing through delayed
draw term loans to support the Company's ongoing liquidity.
- Teligent has also entered into an at-the-market (ATM) issuance
sales agreement with B. Riley Securities, Inc. pursuant to which
the Company may, from time to time, in its discretion, offer and
sell shares of its common stock with a total value of approximately
$22.62 million. Teligent expects to
use proceeds from this offering for general corporate
purposes.
"Today's announcement marks a pivotal step in our journey toward
securing a strong financial future for Teligent, and we are
grateful for the continued support of our lenders and noteholders
as we work to achieve this goal," said Tim
Sawyer, Teligent's President and Chief Executive Officer.
"Over the past 12 months, we have taken significant strides to
reduce our debt burden while addressing market trends and
operational hurdles that have challenged our business. The series
of financial actions we are announcing today is a further
collaborative step that will allow us to address our current
financial standing and evaluate additional strategic paths that
will best position Teligent for the future. We believe that through
the debt-for-equity exchange, incremental loan availability and the
ATM equity offering, we will achieve a financial structure that
will enable us to continue delivering quality products for our
customers and patients and grow our relationships with all
stakeholders."
Debt-for-Equity Exchange and Additional Incremental
Financing
As of January 27, the Series C
noteholders have exchanged 100% of their Series C notes
(collectively $53 million) into
common stock at a premium of sixty percent (60%) to the VWAP of
$1.11, and Teligent's senior secured
lender has converted its payment-in-kind (PIK) interest of
$24.5 million into convertible
preferred stock at a thirty percent (30%) premium to the VWAP of
$1.11. In total, this represents the
conversion of approximately $77
million of debt into equity, demonstrating noteholders' and
lenders' support of Teligent's path forward and belief in the
Company's future. After giving effect to this debt-for-equity
exchange, Teligent's outstanding funded debt has been reduced by
approximately $118 million since
June 30, 2020, from $223 million to approximately $105 million.
To support the Company as it has been finalizing the conversion
of debt to equity and commencement of the ATM equity offering, the
Company's senior secured lender, with participation from Nantahala
and Silverback, has amended the Company's Second Lien Credit
Agreement to provide for $4.6 million
in additional financing in the form of delayed draw term loans. The
Second Lien Credit Agreement has also been amended to extend PIK
interest for a one-year period and both the Company's First Lien
and Second Lien Credit Agreements have been amended to provide a
financial covenant holiday through March 31,
2022. The additional loan capacity under the Second Lien
Credit Agreement is available in multiple draws in the event the
Company's liquidity dips below $4
million.
At-The-Market Equity Offering
The Company has entered into an at market issuance sales
agreement with B. Riley pursuant to which the Company may offer and
sell up to $22.62 million of common
stock through or to B. Riley. Teligent intends to use the net
proceeds of the at-the-market equity offering for general corporate
purposes, including resolution of the issues raised in the
November 2019 warning letter from the
FDA, maintaining readiness for an FDA pre-approval inspection for
its newly constructed injectables facility and expanding its
offering of CDMO services to its clients.
The common stock will be offered under the Company's existing
effective shelf registration statement (including a prospectus) on
Form S-3 (File No. 333-224188) filed with the U.S. Securities and
Exchange Commission (SEC). A prospectus supplement related to the
offering has been filed with the SEC. Any offer, solicitation or
sale will be made only by means of the prospectus supplement and
the accompanying prospectus. Current and potential investors should
read the prospectus in the registration statement and the
prospectus supplement relating to the at-the-market offering and
other documents the Company has filed with the SEC for more
complete information about Teligent and the at-the-market offering
program.
A copy of the prospectus supplement and accompanying prospectus
relating to these securities may be obtained by contacting B. Riley
Securities, Inc., 299 Park Avenue, 21st Floor,
New York, New York 10171, by phone
at (703) 312-9580 or by emailing
prospectuses@brileyfin.com.
Please see Form S-3 (File No. 333-224188) and the related
prospectus supplement filed today with the SEC for information
on the offering of shares. Before making an investment, potential
investors should educate themselves on the prospectus supplement
and the accompanying prospectus. For more complete information
about the Company and the "at-the-market" equity offering program,
please visit SEC's website at www.sec.gov.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor may there be any sale of
Teligent's common stock in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any state
or jurisdiction.
About Teligent, Inc.
Teligent is a specialty generic pharmaceutical company. Our
mission is to be a leading player in the specialty generic
prescription drug market. Learn more on our website
www.teligent.com.
Forward-Looking Statements and Information
This press release includes "forward-looking statements" that
are intended to qualify for the safe harbors from liability
provided by Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical facts are
statements that could be deemed forward-looking. These statements
are based on current expectations, estimates, forecasts and
projections about the Company's business and the industry in which
the Company operates and the beliefs and assumptions of the
Company's management. Forward-looking statements can be identified
by the use of words such as "will," "may," "could," "should,"
"would," "believe," "depends," "expect," "goal," "anticipate,"
"forecast," "project," "future," "intend," "plan," "estimate,"
"target," "indicate," "outlook," and similar expressions of future
intent or the negative of such terms. Forward-looking statements
are neither historical facts nor assurances of future performance.
Instead, these forward-looking statements are based on management's
current beliefs, expectations and assumptions and are subject to
risks and uncertainties. These statements are based on the
Company's current beliefs or expectations and are inherently
subject to various risks and uncertainties, including those set
forth under the caption "Risk Factors" in the prospectus supplement
relating to the ATM offering and the Company's most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and other
periodic reports the Company files with the Securities and Exchange
Commission. Additionally, many of these risks and uncertainties are
currently amplified by and will continue to be amplified by, or in
the future may be amplified by, the COVID-19 outbreak and the
effects thereof on the Company's future performance and results of
operations. It is not possible to predict or identify all such
risks. There may be additional risks that the Company considers
immaterial or which are unknown. You should not rely upon
forward-looking statements as predictions of future events.
The forward-looking statements included in this press release speak
only as of the date hereof and, subject to any continuing
obligations under applicable law or any relevant stock exchange
rules, we expressly disclaim any obligation to disseminate, after
the date of this document, any updates or revisions to any such
forward-looking statements to reflect any change in expectations or
events, conditions or circumstances on which any such statements
are based.
Media:
Rachel Chesley / Sarah Rosselet
TeligentCommunications@fticonsulting.com
Investors:
InvestorRelations@Teligent.com
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SOURCE Teligent, Inc.