Item 1.01 Entry into a Material Definitive Agreement
On April 29, 2016, Alnylam Pharmaceuticals, Inc. (the “Company”) entered
into (i) a Credit Agreement (the “BOA Credit Agreement”) by and among
Alnylam U.S., Inc. (the “Borrower”), as the borrower, the Company, as a
guarantor, and Bank of America N.A., as the lender and (ii) a Credit
Agreement (the “Wells Credit Agreement” and, together with the BOA
Credit Agreement, the “Credit Agreements”) by and among the Borrower, as
the borrower, the Company, as a guarantor, and Wells Fargo Bank,
National Association, as the lender. The Credit Agreements were entered
into in connection with the planned build out of the Company’s new drug
substance manufacturing facility.
The BOA Credit Agreement provides for a $120 million term loan facility,
and matures on April 29, 2021. The Wells Credit Agreement provides for
a $30 million term loan facility, and matures on April 29, 2021. The
proceeds of the borrowing under each of the BOA Credit Agreement and the
Wells Credit Agreement are to be used for working capital and general
corporate purposes. At the Borrower’s election, loans under the BOA
Credit Agreement and the Wells Credit Agreement may be made as either
Base Rate Loans or Eurodollar Loans. Interest on borrowings under the
Credit Agreements will be calculated based on LIBOR plus 0.45 percent.
The Borrower may prepay loans under each of the BOA Credit Agreement and
the Wells Credit Agreement at any time, without premium or penalty,
subject to certain notice requirements and LIBOR breakage costs.
The obligations of the Borrower under each Credit Agreement are
guaranteed by the Company. The obligations of the Borrower and the
Company under each Credit Agreement are secured by cash collateral in an
amount equal to, at any given time, at least 100% of the principal
amount of all term loans outstanding under such Credit Agreement at such
time. Each of the lenders and the Borrower have agreed to consider the
appropriateness of a change in the type of approved collateral on a
periodic basis throughout the term of the Credit Agreements; provided
that any such change to the type of such approved collateral shall be
made only upon each of the lender’s and the Borrower’s consent.
Each Credit Agreement contains limited representations and warranties
and limited affirmative and negative covenants. Each Credit Agreement
also contains certain customary events of default, including nonpayment
of principal or interest, material inaccuracy of representations and
failure to comply with covenants. If an event of default occurs and is
continuing under either Credit Agreement, the entire outstanding balance
under such Credit Agreement may become immediately due and payable.
Several of the lenders under each of the Credit Agreements, as well as
their affiliates, have various relationships with the Company and its
subsidiaries involving the provision of financial services, such as
investment banking, commercial banking, advisory, cash management,
custody and corporate credit card services for which they receive
customary fees and may do so in the future.
The above summary of certain terms and conditions of the Credit
Agreements does not purport to be a complete discussion of those
agreements or related documents and is qualified in its entirety by
reference to the Credit Agreements, copies of which will be filed as
exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2016.