EXACT Sciences Corporation
06/30/2022 | Press release | Distributed by Public on 06/30/2022 05:35
Purchase Agreement - Form 8-K
1.01 Entry into a Material Definitive Agreement.
On June 29, 2022, Exact Sciences Corporation (the "Company"), through a wholly-owned special purpose entity, Exact Receivables LLC ("Exact Receivables"), entered into an accounts receivable securitization program (the "Securitization Facility") with PNC Bank, National Association ("PNC"), as administrative agent, with a scheduled maturity date of June 29, 2024. The Securitization Facility provides Exact Receivables with up to $150.0 million of borrowing capacity, subject to maintaining certain borrowing base requirements, by collateralizing the customer accounts receivable of Exact Sciences Laboratories, LLC and Genomic Health, Inc.
PNC serves as the lender pursuant to a Loan Agreement with the Company dated November 5, 2021, under which a revolving line of credit of up to $150.0 million is available to the Company, until a scheduled termination date of November 5, 2023.
On June 29, 2022, Exact Receivables borrowed $50.0 million under the Securitization Facility.
Outstanding loans under the Securitization Facility accrue interest at a rate equal to a daily SOFR rate, a term SOFR rate or a base rate, in any case, plus an applicable margin. Additionally, Exact Receivables will pay certain fees to the agents and the lenders under the Securitization Facility.
The Securitization Facility contains certain customary representations, warranties, affirmative covenants and negative covenants, subject to certain cure periods in some cases, including the eligibility of the receivables, as well as customary reserve requirements, events of default, termination events, and servicer defaults. The Securitization Facility termination events permit the lenders to terminate the Receivables Financing Agreement upon the occurrence of certain specified events, including, among others, failure by Exact Receivables to pay amounts when due, certain defaults on other material indebtedness, certain judgments, a change of control, certain events negatively affecting the overall credit quality of transferred receivables and bankruptcy and insolvency events.
The Securitization Facility consists of, among other agreements, (i) a Receivables Financing Agreement (the "Receivables Financing Agreement") among Exact Receivables, PNC, as administrative agent, and the lenders and other parties party thereto, (ii) a Receivables Purchase Agreement (the "Company Purchase Agreement") among the Company and certain subsidiaries of the Company and (iii) a Receivables Purchase Agreement (the "Borrower Purchase Agreement") among Exact Receivables and the Company. The foregoing descriptions of the Receivables Financing Agreement, the Company Purchase Agreement and the Borrower Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed herewith as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and the terms of which are incorporated herein by reference.
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
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9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
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10.1*
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Receivables Financing Agreement dated as of June 29, 2022 by and among Exact Receivables LLC, as borrower, the persons from time to time party thereto as lenders and group agents, PNC Bank, National Association, as administrative agent, Exact Sciences Laboratories, LLC, as initial servicer, and PNC Capital Markets, LLC, as structuring agent
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10.2*
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Receivables Purchase Agreement dated as of June 29, 2022 by and among Exact Sciences Corporation, as seller, Exact Sciences Laboratories, LLC, as initial servicer, and Exact Receivables LLC, as buyer
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10.3*
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Receivables Purchase Agreement dated as of June 29, 2022 by and among the entities from time to time party thereto as originators, Exact Sciences Laboratories, LLC, as initial servicer, and Exact Sciences Corporation, as buyer
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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*Certain annexes to these agreements have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted annex upon request.
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