CONDITIONAL NOTICE OF REDEMPTION BIOFARMA DELAWARE, LLC (the “Issuer”) Any and All Outstanding Aggregate Principal Amount of the $110,638,300 Senior Secured Floating Rate Notes due 2029 (the “Notes”)
Redemption Date: July 11, 2025
NOTICE IS HEREBY GIVEN pursuant to Section 3.03 of the Senior Secured Notes Indenture dated as of July 21, 2023, as amended, supplemented, waived or otherwise modified from time to time (the “Indenture”), among, inter alios, the Issuer, The Law Debenture Trust Corporation p.l.c., as trustee (the “Trustee”), The Bank of New York Mellon, New York Branch, as paying agent (the “Paying Agent”), to the Holders of the Notes that, pursuant to Article 3 of the Indenture and Section 5(b) of the Notes, the Issuer intends to exercise its right to redeem, and does hereby call for redemption and will redeem on the Redemption Date (as defined below) (subject to the conditionality set forth below) all of the Notes that remain outstanding at the Redemption Price (as defined below). This Conditional Notice of Redemption supplements that certain Conditional Notice of Redemption issued by the Issuer on June 25, 2025.
The terms and conditions of the redemption are as follows:
The redemption date for the Notes will be July 11, 2025 (such date, as it may be extended or amended by way of a further notice, subject to the conditionality set forth below, the “Redemption Date”). The record date, on which any Holder of the Notes must hold any Notes to be entitled to the Redemption Price (as defined below), will be the Business Day prior to the Redemption Date (the “Record Date”).
The redemption price of the Notes is 100.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest from (and including) June 15, 2025 to (but excluding) the Redemption Date, and Additional Amounts, if any (the “Redemption Price”).
The Redemption Price will be paid to the Holders of the Notes appearing, as of the Record Date, as the owners thereof in the register of Holders of the Notes maintained by the Registrar in accordance with Section 2.04 of the Indenture.
Unless the Issuer defaults in making the payment of the Redemption Price, or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
The Notes will be redeemed in accordance with Section 5(b) of the Notes and Article 3 of the Indenture. The Issuer’s obligation to redeem any of the Notes on the Redemption Date is conditioned upon the completion of (i) one or more financing transactions by the Issuer and/or any of its subsidiaries or affiliates for the purpose of, among other things, redeeming the Notes that are satisfactory to the Issuer in its sole and absolute discretion and result in aggregate net proceeds to the Issuer in a sufficient quantity to pay the Redemption Price for the Notes in full and pay all related expenses on or prior to the Redemption Date, and (ii) an amendment to certain terms of the Indenture prior to the Redemption Date (the “Redemption Conditions”). Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Redemption Conditions are satisfied or waived by the Issuer in its sole and absolute discretion. In the event that the Redemption Condition are not satisfied or waived by the Issuer in its sole and absolute discretion on or prior to the Redemption Date, the Issuer may, in its sole and absolute discretion, either delay the Redemption Date until such time as such Redemption Conditions shall be satisfied or waived or rescind this Conditional Notice of Redemption. The Issuer will inform the Trustee and the Holders of Notes on or prior to the Redemption Date as to whether the Redemption Conditions will be satisfied or waived. If the Redemption Conditions are not satisfied or waived, any Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.
Any questions regarding this Conditional Notice of Redemption should be directed to the Issuer at:
Biofarma Delaware, LLC
251 Little Falls Drive
Wilmington (DE)
United States
Issued by: Biofarma Delaware, LLC
Dated: July 3, 2025