Goodwin Advised Moderna with Its $1.5 Billion Five-Year Credit Facility from Ares Management
Goodwin Advised Moderna with Its $1.5 Billion Five-Year Credit Facility from Ares Management
The Goodwin’s Debt Finance and Life Sciences teams advised Moderna, Inc. (NASDAQ: MRNA) in connection with a five-year term loan facility for up to $1.5 billion of capital from Ares Management Credit Funds (Ares), a leading global alternative investment manager.
The non-dilutive debt financing consists of three tranches over five years, including:
o A $600 million initial term loan funded at closing
o A $400 million delayed draw term loan facility (DDTL), available in multiple draws at Moderna’s discretion through November 2027
o An additional $500 million DDTL, available in multiple draws at Moderna’s discretion through November 2028. This tranche is contingent on the achievement of key regulatory milestones aligned with Moderna’s late-stage clinical pipeline
The term loan facility contains market leading and “top of the market’ terms for a company of Moderna’s type and size, including, among others, extensive flexibility for licensing and collaboration transactions, a $500 million basket for share repurchases, a $100 million uncommitted incremental facility, a $60 million “available amount” basket able to be applied to investments, a “grower” concept for most baskets based on trailing twelve month product revenue, limited condition transaction flexibility, favorable acquisition capacity, an equity cure concept for the liquidity covenant (when tested), a two-year statute of limitations on exercising remedies with respect to any known event of default and a modified auto-cure with respect to certain events of default.
Moderna is a pioneer and leader in the field of mRNA medicine. Through the advancement of its technology platform, Moderna is reimagining how medicines are made to transform how we treat and prevent diseases. Since its founding, Moderna's mRNA platform has enabled the development of vaccines and therapeutics across infectious diseases, cancer, rare diseases and more.
The Goodwin team was led by Kristopher Ring (Partner), Reid Bagwell (Partner), and Stuart M.Cable (Vice Chair & Global Head of M&A), and Kingsley Taft (Partner), Felipe M. Heiderich (Partner), Simon Fulbrook (Partner), Steve Charkoudian (Partner), Roger A. Cohen (Partner), Daniel S. Karelitz (Partner), Martin Gomez (Partner), Heath R. Ingram (Partner), Susan Lee (Partner), Brynn D. Peltz (Partner), and Zhe Yang (Associate), Keith Cooper (Associate), Natalie Romero (Associate), Laura Kelly (Associate), Katharine H. Cummings (Associate), Tyler Mayo (Associate), Nicole Fontes (Associate), Jackie Serrano (Associate), and Sarah Mackin (Paralegal).
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