Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, during December 2022, Societal CDMO, Inc. (the
"Company"): (1) through its wholly owned subsidiary, Societal CDMO Gainesville,
LLC ("Societal Gainesville"), sold certain real estate located in Gainesville,
Georgia to Tenet Equity Funding SPE Gainesville, LLC, a subsidiary of Tenet
Equity L.P., for a purchase price of $39.0 million (the "Sale-Leaseback
Transaction"); (2) entered into a Credit Agreement (the "RBC Credit Agreement"),
by and among the Company, the Company's subsidiaries named as guarantors
therein, Royal Bank of Canada, in its capacity as the administrative agent
("RBC"), and the lenders named therein, which provided the Company with a term
loan in the principal amount of $36.9 million; and (3) completed separate,
concurrent underwritten public offerings of the Company's securities (the
"Equity Financing"), which provided aggregate gross proceeds to the Company of
approximately $35.6 million, before underwriting discounts and commissions and
estimated offering expenses payable by the Company.
The proceeds of the Sale-Leaseback Transaction, RBC Credit Agreement and Equity
Financing were used by the Company to repay in full all outstanding indebtedness
under the that certain Credit Agreement, dated as of November 17, 2017, as
amended from time to time, by and among the Company, the Company's subsidiaries
named as guarantors therein, the lenders party thereto, and Athyrium
Opportunities III Acquisition LP (the "Athyrium Debt"), which had previously
provided the Company with $100 million in a term loan due on December 31, 2023,
at an interest rate equal to the three-month LIBOR rate, with a 1% floor plus
8.25% per annum.
In recognition of the significant efforts of J. David Enloe, Jr., the Company's
President and Chief Executive Officer, and Ryan D. Lake, the Company's Chief
Financial Officer, in completing the Sale-Leaseback Transaction, the RBC Credit
Agreement, the Equity Financing, and the repayment of the Athyrium Debt, on
December 28, 2022, the board of directors of the Company approved a one-time
cash transaction success bonus in the amount of $400,000 to Mr. Enloe and
$225,000 to Mr. Lake.
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