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Subsequent Events | 3 Months Ended
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Mar. 31, 2023
Subsequent Events |
Subsequent Events | Note 20. Subsequent Events ​ BAQSIMI® Acquisition ​ On April 20, 2023, the Company entered into an Asset Purchase Agreement, or the Purchase Agreement, with Eli Lilly & Company, or Lilly, and Amphastar Medication Co., LLC, or Amphastar Medication, a wholly-owned subsidiary of the Company, to acquire Lilly’s BAQSIMI® glucagon nasal powder, or BAQSIMI®, and certain related assets and assume certain liabilities, or the Acquisition, for a purchase price of $500.0 million in cash payable at the consummation of the transactions contemplated by the Purchase Agreement, or Closing. In addition, the Company will pay Lilly a $125.0 million guaranteed payment on the first anniversary after the Closing. The Company may also be required to pay additional contingent consideration of up to $450.0 million to Lilly based on the achievement of certain milestones. The Company has agreed to guarantee all obligations of Amphastar Medication under the Purchase Agreement. In addition, the Assumed Liabilities will include an assumption of certain earnout obligations of Lilly, which would require the Company to pay up to an aggregate of $125.0 million based on the achievement of annual net sales milestones of $350.0 million, $400.0 million and $600.0 million. ​ The Purchase Agreement contains certain customary termination rights, including a right to terminate the Purchase Agreement if the Acquisition is not consummated by October 21, 2023. If the Purchase Agreement is terminated under certain circumstances involving a failure to obtain certain regulatory approvals for the Acquisition, the Company will be obligated to pay Lilly a termination fee equal to $5.0 million in cash. ​ The Board of Directors of the Company has approved the Purchase Agreement and the transactions contemplated thereby. During the three months ended March 31, 2023, the Company incurred $1.3 million in cost associated with the acquisition. ​ In connection with the Purchase Agreement, the Company has entered into a debt commitment letter effective April 21, 2023, or the Commitment Letter, with certain lenders have committed to provide a senior secured term loan facility in an aggregate principal amount of $500.0 million and a senior secured revolving credit facility in an aggregate principal amount of $150.0 million, or collectively, the Debt Financing. The Debt Financing is available (i) to finance the transaction contemplated by the Acquisition, (ii) to refinance certain of the Company’s existing third-party indebtedness, and (iii) to pay fees and expenses incurred in connection therewith. The funding of the Debt Financing provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including, among other things, (i) the execution and delivery of definitive documentation in accordance with the terms sets forth in the Commitment Letter and (ii) the consummation of the Acquisition in accordance with the terms of the Purchase Agreement. The definitive documentation governing the Debt Financing has not been finalized, and, accordingly, the actual terms may differ from the description of such terms in the Commitment Letter. ​ The Purchase Agreement provides that the contingent consideration that may become payable to Lilly would be achieved as follows: (i) a one-time payment of $100.0 million if the Company achieves annual net sales of $175.0 million or more of BAQSIMI® and certain related products, or the Milestone Products, in any one year during the first five years after the Closing; (ii) up to two payments of $100 million each if the Company achieves annual net sales of $200.0 million or more of Milestone Products in any one year during the first five years after the Closing; and (iii) a one-time payment of $150.0 million if the Company achieves total cumulative net sales of $950.0 million or more of the Milestone Products for the first five years after the Closing. ​ The Closing is subject to customary conditions, including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other closing conditions, such as the accuracy of representations and warranties (subject to certain materiality qualifiers), material performance of covenants and no occurrence of a material adverse effect. The Purchase Agreement contains indemnification rights for each of the Company and Lilly for breaches of representations, warranties, and covenants, as well as certain other matters, subject to customary deductibles, caps and other limitations. ​

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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