Alphatec Holdings and OrthoTec, LLC Mutually Agree to Settle Ongoing
Settlement Will Resolve All Ongoing Litigation and Release All Claims Against
Alphatec and Surgiview
CARLSBAD, Calif., March 17, 2014 (GLOBE NEWSWIRE) -- Alphatec Holdings, Inc.
(Nasdaq:ATEC), the parent company of Alphatec Spine, Inc., a medical device
company that provides physician-inspired solutions for patients with spinal
disorders, announced that it has entered into a binding term sheet to settle
the OrthoTec, LLC vs. Surgiview S.A.S. legal matter.
This settlement will result in mutual releases of all claims and the dismissal
of the case in the Superior Court of California, Los Angeles County and all
other related litigation matters involving the Company, its directors and
Under the terms of the settlement, Alphatec has agreed to pay OrthoTec $49
million over the next 7 years in cash, with an initial cash payment of $17.5
million. The remaining $31.5 million will be paid to OrthoTec in installments
of $1.1 million paid quarterly, beginning in the fourth quarter of 2014. In
addition, a 7% simple interest rate will accrue on the unpaid portion of the
$31.5 million. All accrued interest is not payable until the $49 million is
paid, and such accrued interest shall be paid in $1.1 million installments
The parties anticipate entering into a long-form agreement that complies with
the term sheet.
The Company also announced today that it has entered into a secured loan
facility with affiliates of Deerfield Management Company to provide the
Company with up to $50 million in financing, at the Company's option.The
financing can be used to satisfy certain obligations arising out of the
OrthoTec settlement and, upon the achievement of disbursement conditions, to
provide growth capital to the Company.This facility is subordinate to the
Company's existing credit facility with MidCap Financial.
"While we continue to believe strongly in our position with respect to this
litigation, this settlement removes a future uncertainty in our business and
eliminates further distraction and extensive investment of human and financial
resources associated with continuing with a lengthy legal process," said Les
Cross, Chairman and CEO of Alphatec Spine."We are confident in our ability to
meet this obligation given the structure of the settlement and our future cash
flow projections, supplemented with additional funding from Deerfield.With
this behind us we are able to focus our full attention on strengthening and
growing our business based on the strong foundation and momentum we have
established," added Mr. Cross.
Under the terms of the new Deerfield facility, the Company has the option to
draw up to $50 million in one or more increments prior to January 30^th,
2015.The initial draw on the facility must be used in connection with the
OrthoTec settlement.The secured loan facility matures in five years and
accrues interest at a rate of 8.75% per annum, payable quarterly. In
connection with the execution of the facility, the Company issued Deerfield
6.25 million warrants that have an exercise price of $1.39 per share.In
addition, the Company will issue an additional 10 million warrants on a pro
rata basis as the facility is drawn down.With each disbursement, Deerfield
will receive a transaction fee equal to 2.5% of the amount disbursed.
"Deerfield has demonstrated its commitment to Alphatec's future potential and
we value the continued support that they are providing through this additional
financial investment," said Les Cross."We also want to acknowledge and
appreciate the strong ongoing partnership with MidCap Financial and their
endorsement of this additional loan facility.Their continued support as we
assume this additional financial obligation demonstrates their commitment to
our current and future business objectives."
"Deerfield has been a long-term investor in Alphatec and is supportive of the
Company's growth plan.Our goal with this facility is to help Alphatec move
beyond this legal matter and to provide additional capital for managing its
growth," stated Steve Hochberg, a partner at Deerfield Management.
About Alphatec Spine
Alphatec Spine, Inc., a wholly owned subsidiary of Alphatec Holdings, Inc., is
a medical device company that designs, develops, manufactures and markets
physician-inspired products and solutions for the treatment of spinal
disorders associated with trauma, congenital deformities, disease and
degeneration. The Company's mission is to combine innovative surgical
solutions with world-class customer service to improve outcomes and patient
quality of life. The Company and its affiliates market products in the U.S.
and in over 50 countries internationally via a direct sales force and
Additional information can be found at www.alphatecspine.com.
About Deerfield Management Company
Deerfield is an investment management firm, committed to advancing healthcare
through investment, information and philanthropy. For more information about
Deerfield, please visit www.deerfield.com.
Forward Looking Statements
This press release may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainty. Such statements are based on management's current expectations
and are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those described in the forward looking
statements. Alphatec Spine cautions investors that there can be no assurance
that actual results or business conditions will not differ materially from
those projected or suggested in such forward-looking statements as a result of
various factors. Forward looking statements include references to Alphatec
Spine's 2013 growth, revenue, and adjusted EBITDA projections; the Company's
ability to take advantage of the maximum amount of its new credit facility,
the Company's ability to meet its financial obligations in connection with the
OrthoTec Settlement while still funding its ongoing operational and commercial
activities. Please refer to the risks detailed from time to time in Alphatec
Spine's SEC reports, including its Annual Report Form 10-K for the year ended
December 31, 2012, filed on March 4, 2013 with the Securities and Exchange
Commission, as well as other filings on Form 10-Q and periodic filings on Form
8-K. Alphatec Spine disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events, or otherwise, unless required by law.
CONTACT: Investor/Media Contact:
Alphatec Spine, Inc.
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