Item 1.01 Entry into a Material Definitive Agreement
On April 30, 2021, Avid Bioservices, Inc. (the "Company") and Avid SPV, LLC, a
wholly-owned subsidiary of the Company ("Merger Sub"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement,
Merger Sub was merged with and into the Company effective April 30, 2021, with
the Company as the surviving corporation (the "Merger").
In connection with the Merger, on April 30, 2021, the Company entered into a
first supplemental indenture (the "First Supplemental Indenture") to an
indenture, dated March 12, 2021 (as amended or supplemented, the "Indenture")
between the Company, Merger Sub and U.S. Bank National Association, as trustee,
pursuant to which the Company agreed to assume all obligations under the
Indenture, along with the related notes issued thereunder (the "Notes").
Immediately prior, the Company was the sole guarantor under the Indenture. Upon
the Merger and entering into the First Supplemental Indenture, the Company was
discharged from its obligations under the guarantee set forth in the Indenture.
The Notes had an aggregate principal amount of $143.8 million outstanding at
April 30, 2021.
The foregoing description of the First Supplemental Indenture is a summary and
is qualified in its entirety by reference to the First Supplemental Indenture, a
copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference
into this Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of April 30, 2021, by
and between Avid SPV, LLC and Avid Bioservices, Inc.
4.1 First Supplemental Indenture, dated as of April 30, 2021, by
and among Avid SPV, LLC, Avid Bioservices, Inc. and U.S. Bank
National Association.
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