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TOPIC: Latest amendment of Oxford Loan

Latest amendment of Oxford Loan 30 Apr 2019 07:50 #12854

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On April 29, 2019, Cytori Therapeutics, Inc. (the “ Company ”) entered into an amendment, effective as of April 24, 2019 (the “ Amendment ”), to its existing Loan and Security Agreement, dated May 29, 2015, as amended (the “ Loan Agreement ”), with Oxford Finance LLC (“ Oxford ”), as collateral agent, and the lenders party thereto, including Oxford (the “ Lenders ”), pursuant to which, among other things, Oxford and the Lenders agreed to interest only payments starting May 1, 2019, with amortization payments resuming on May 1, 2020. The Amendment also requires that $1,650,000 of the net proceeds received by the Company from the Lorem Transaction (as defined below) and $1,400,000 of the net proceeds received by the Company from the Shirahama Transaction (as defined below) must be applied to prepay the loan. Additionally, the Amendment requires that the Company pay an amendment fee of $600,000 at the earlier of the prepayment, maturity or acceleration of the loan.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on March 30, 2019, the Company and its subsidiary, Cytori Therapeutics, K.K., entered into an Asset and Equity Purchase Agreement (the “ Lorem Purchase Agreement ”), dated as of March 29, 2019, with Lorem Vascular Pte. Ltd. (“ Lorem ”), pursuant to which, among other things, Lorem agreed to purchase the Company’s UK subsidiary and the Company’s Cell Therapy assets, excluding such assets used for Japan or relating to the Company’s contract with the Biomedical Advanced Research Development Authority (the “ Lorem Transaction ”). On April 24, 2019, the Company completed the Lorem Transaction. The Lorem Transaction resulted in $4,000,000 of cash proceeds to the Company, of which $1,650,000 was used to pay down principal, interest and fees under the Oxford Loan Agreement.
As previously disclosed, on April 19, 2019, the Company entered into an Asset and Share Sale and Purchase Agreement (the “ Shirahama Purchase Agreement ”), dated as of April 19, 2019, with Seijirō Shirahama, pursuant to which, among other things, Mr. Shirahama agreed to purchase the Company’s Japanese subsidiary, Cytori Therapeutics, K.K. (the “ Japan Subsidiary ”), and substantially all of the Company’s Cell Therapy assets used in Japan (the “ Shirahama Transaction ”). Mr. Shirahama served as the President of the Company’s Cell Therapy business in Japan, but he was not involved in negotiating the terms of the Shirahama Purchase Agreement on behalf of the Company or the Japan Subsidiary. On April 25, 2019, the Company completed the Shirahama Transaction. The Shirahama Transaction resulted in $3,000,000 of cash proceeds to the Company, of which $1,400,000 will be used to pay down principal, interest and fees under the Oxford Loan Agreement. The amount of consideration to be paid under the Shirahama Purchase Agreement was determined by arms’ length negotiations between the Company and Shirahama.
The foregoing descriptions of the Lorem Purchase Agreement, the Shirahama Purchase Agreement, and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Lorem Purchase Agreement and Shirahama Purchase Agreement, respectively, which were filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2019 and as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2019, respectively, which are incorporated herein by reference.
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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

Latest amendment of Oxford Loan 30 Apr 2019 09:23 #12855

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Fas, an amendment fee of $600,000 - Oxford is really sticking it to them!!

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Latest amendment of Oxford Loan 30 Apr 2019 10:16 #12856

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Yes- as Hedge has written many times- the most expensive loan in the history of corporate finance. It still remains a mystery what Saad and Calhoun were smoking when they entered into this agreement back in 2009. Actually we have been "lucky", it was planned to have a second extension loan based on meeting certain sales targets 3 months later, which they -thank god- did not achieve.

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

Latest amendment of Oxford Loan 30 Apr 2019 11:44 #12857

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rodney.strongg wrote: Fas, an amendment fee of $600,000 - Oxford is really sticking it to them!!


Agree Rod, 600K fee to amend, they are sucking the life blood out of this company at our expense. Buys management another year for their salaries.

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Latest amendment of Oxford Loan 01 May 2019 00:01 #12858

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Easy come, easy go.
Since not addressed in the release I will assume the $1.5 million capital reserve will also still be in place.
Hopefully we will hear the new expected burn rate on the call which may not be until late May. That will determine the timing of the next secondary.

Fas, what Saad and CC were smoking was their own egos. !!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

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Latest amendment of Oxford Loan 01 May 2019 08:22 #12859

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myownhedgefund wrote: Easy come, easy go.
Since not addressed in the release I will assume the $1.5 million capital reserve will also still be in place.
Hopefully we will hear the new expected burn rate on the call which may not be until late May. That will determine the timing of the next secondary.

Fas, what Saad and CC were smoking was their own egos. !!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

/
"until late May" - earnings release supposedly on 5/9 - normally CC would follow???

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Latest amendment of Oxford Loan 01 May 2019 09:48 #12860

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myownhedgefund wrote:
Fas, what Saad and CC were smoking was their own egos. !!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!


Partially yes- but on the other hand, they knew the basic rules than one does not leverage a non-cash producing development entity- in those days they were negotiating with a chain to sell their banks to- therefore that relatively small window of reaching that sales target of 3 months. The sale fell through, like so many things.

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

Latest amendment of Oxford Loan 01 May 2019 12:26 #12861

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Fast, I spoke to Saad about Loan in person years ago. Original Loan was offered by GE Healthcare. They weren't looking for it but took it. One thing lead to another and that's how we got here.

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Latest amendment of Oxford Loan 01 May 2019 15:34 #12862

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Yeah, I remember the GE days....they did nothing for us imho.
Early management thought they had lightening in a bottle, didn't like the idea of long term balance sheet planning and blew the cash nearly as quickly as it came in. I passed for about 5 months before taking a tiny position simply so I didn't completely forget about them. (too bad for me) The idea that banking could help in the financing got me in deeper and the long list of broken promises and out right failures began. Luckily I dint run completely down the rabbit hole as deep as others claim to have. As many may remember my often post about ZERO always being a possibility. Had things worked out differently we may have had the next ISRG. Instead we own a lesson worthy of any business school.

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Latest amendment of Oxford Loan 02 May 2019 10:44 #12863

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Wall Street Titan wrote: Fast, I spoke to Saad about Loan in person years ago. Original Loan was offered by GE Healthcare. They weren't looking for it but took it. One thing lead to another and that's how we got here.


Yeah- I guess it depends who you speak to. In my early days of Cytori- that is 2005 until 2007 or so, when I owned together with a group of European investors about 7-8% of Cytori, I had quarterly conference calls with Saad after earnings releases. I stopped that in 2008, because I realized the guy was a fairy tale expert- he just cannot say- sorry I cannot tell you, but made up stories that did not make sense. I only had the dis-pleasure to have to talk to him once more after that.

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:
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