Delaware
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68-0262011
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Growth Capital Loan is available in two tranches: $5.0 million was funded on the Closing Date ("Tranche A") and up to $3.0 million may be drawn down by the Company between December 31, 2011 and June 30, 2012 ("Tranche B"). Tranches A and B of the Growth Capital Loan will have a term of up to 48 months, with interest-only payments due for the first twelve months, in the case of Tranche A, and interest-only payments due for the first six months, in the case of Tranche B, which is then followed by equal principal and interest payments for the remaining term of 36 months for both Tranches A and B. Interest on the Growth Capital Loan will accrue at a fixed rate based on the higher of (i) 6.25% or (ii) 6.00% plus the three month LIBOR rate established on the date of funding each tranche. The interest rate for Tranche A of the Growth Capital Loan was set at a fixed rate of 6.37%. In September 2011, the Company paid a commitment fee of $40,000. The Company will also be required to make a final payment fee of 1% of the amounts drawn under Tranche A and Tranche B of the Growth Capital Loan due on the earliest of (i) the prepayment of the Growth Capital Loan, (ii) the acceleration of the Growth Capital Loan or (iii) the maturity of the Growth Capital Loan.
The amount available under the RLOC, which is available to the Company until September 30, 2013, is limited to the lesser of (i) 80% of eligible trade receivables or (ii) the RLOC Loan Amount. The RLOC will have a term of two years from the date of draw, with interest-only payments due each month and the principal payment due at maturity. Interest on the RLOC will accrue at a floating rate based on Comerica's prime rate plus 1.50%. In September 2011, the Company paid a commitment fee of $20,000, and will pay a $20,000 commitment fee at each annual anniversary of the Closing Date.
The Company will not incur any fees associated with the prepayment of borrowed funds or the lack of unused funds under the Credit Agreement.
The foregoing is only a brief description of the material terms of the Credit Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011. The Company will be requesting confidential treatment for certain terms of the Credit Agreement, which will be filed separately with the Securities and Exchange Commission.
Cerus Corporation
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Date: October 05, 2011
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By:
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/s/ Kevin D. Green
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Kevin D. Green
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Vice President, Finance and Chief Accounting Officer
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