On December 29, 2023, LumiraDx Limited announced that Andrew Johnson, Lisa Rickelton and Lindsay Hallam of FTI Consulting had been appointed as joint administrators of two of its subsidiaries, LumiraDx Group Limited and LumiraDx International Limited, which hold the assets of the LumiraDx group. Following their appointment, the administrators have entered into a sale and purchase agreement with Roche Diagnostics providing for Roche’s acquisition of LumiraDx group companies engaged in the operation of its point-of-care diagnostics platform business and certain related assets.
QD comment, JC : “Clearly, LumiraDx was a disappointing investment for BioPharma Credit. However, unpicking today’s announcement, the hit to shareholders is not that bad. The two lenders (the fund and the limited partnership), who made the loan on a 50:50 basis, will get the proceeds of the Roche disposal less $4.2m (the difference between the $59.2m of temporary funding less the $55m that Roche will reimburse) and less the costs of winding up the company. The announcement is clear that shareholders in LumiraDx and unsecured creditors get nothing. The amount outstanding under the loan agreement was $361.8m but the NAV was already applying a haircut to that. The fund’s 50% share was valued at $126.3m in the NAV at end November. So, even though the lenders won’t get all their money back, there will be an uplift in BioPharma Credit’s NAV of just shy of $20m.”
Details of the announcement are provided in full below.
BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership (the “Senior Secured Lenders”), as senior secured lenders of the LumiraDx group, have agreed to provide up to $59.2 million in funding for the LumiraDx group until the completion of the Transaction to, among other things, support the ongoing operations of the Point of Care Diagnostics Companies. Under the terms of the Transaction, Roche has agreed to reimburse the Senior Secured Lenders for up to $55 million of funding provided by the Senior Secured Lenders to the Point of Care Diagnostics Companies in the period to completion of the Transaction to support the ongoing ordinary course operations of the Point of Care Diagnostics Companies.
The appointment of the Administrators and sale to Roche represent the culmination of LumiraDx’s previously announced strategic review process led by Goldman Sachs & Co. LLC and follows extensive efforts to find a buyer for the business. The completion of the sale to Roche will allow the continued operation of the point-of-care diagnostics business under new strategic ownership.
Expiry of Waiver Period; Petition to Wind-up
In accordance with the terms of that certain Loan Agreement, dated March 23, 2021 (as amended from time to time, the “Loan Agreement”), by and among LumiraDx Investment Limited, one of the Company’s subsidiaries as the borrower, the Senior Secured Lenders, BioPharma Credit plc, as the collateral agent, and the other credit parties named therein, the Waiver Period (as defined in the Loan Agreement) has expired as of today, December 29, 2023. As a result of the steps taken to appoint the Administrators to LumiraDx Group Limited and LumiraDx International Ltd, events of default under the Loan Agreement have occurred and the principal amount outstanding under the Loan Agreement of $361.8 million, together with all accrued interest and all other amounts payable under the Loan Agreement, is now immediately due and payable (collectively, the “Outstanding Amount”). LumiraDx Investment Limited is unable to pay the Outstanding Amount.
The collateral agent (on behalf of the Senior Secured Lenders) has also issued a demand against the Company, as guarantor, for payment of the Outstanding Amount. As the Company does not have funds to pay the Outstanding Amount, it is anticipated that the collateral agent (on behalf of the Senior Secured Lenders) will in due course present a petition for the winding up of the Company with a view to having a liquidator appointed over it. The Company expects that there will be no assets available for distribution to its shareholders or the unsecured creditors of the LumiraDx group. No demand has been made or enforcement action taken against any other LumiraDx group companies.
Delisting of Company Securities
In light of the events described above, the Company intends to withdraw its appeal of the determination by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) to delist the Company’s common shares from The Nasdaq Global Market. As a result, the Company anticipates that Nasdaq will cancel the hearing that is currently scheduled for January 18, 2024, suspend trading of the Company’s securities and file a Form 25-NSE with the U.S. Securities and Exchange Commission (“SEC”), which will remove the Company’s securities from listing and registration on Nasdaq.
This report on Form 6-K shall be deemed to be incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-259874, File No. 333-264611 and File No. 333-271538), and the registration statements on Form F-3 (File No. 333-264609 and File No. 333-271624), and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently furnished.“
BPCR : BioPharma Credit provides update on LumiraDx loan