In May 2026, Aquestive Therapeutics (NASDAQ: AQST) closed a $150 million senior secured, multi-tranche structured term loan facility with funds managed by Oaktree Capital Management, taking out $45 million of legacy 13.5% Senior Secured Notes due 2028 and replacing them with a five-year, interest-only facility priced at 3-month SOFR + 6.25% (with a 2.75% SOFR floor). The capital is staged against catalysts: $55 million funded at close, with $20 million unlocked on FDA approval of Anaphylm™ (sublingual epinephrine), $25 million on a subsequent net sales milestone, and a final $50 million tranche available at mutual consent. The structure is a textbook example of how specialist life sciences credit providers build runway around a known regulatory inflection point and how the existing royalty purchaser, RTW Investments, has been accommodated alongside the new senior lender via an intercreditor agreement.
👓At a Glance
Origination Date: May 12, 2026
Borrower: Aquestive Therapeutics, Inc.
Lender: Funds managed by Oaktree Capital Management, L.P. (Oaktree Fund Administration, LLC, as Administrative Agent)
Deal Size: Up to $150 million (multi-tranche)
Structure: Senior secured, multi-tranche structured term loan
Rate: Variable, 3-month SOFR (2.75% floor) + 6.25%; reduced 0.25% upon Tranche B funding; up to 200 bps PIK option in first two years
Term: ~60 months; matures May 2031
Use of Proceeds: Refinance $45 million 13.5% Senior Secured Notes; general corporate and working capital purposes
Source: Press Release
📷Borrower Snapshot
Sector: Healthcare
Subsector: Pharmaceuticals
Commercial Stage: Revenue Generating; LTM EBITDA -
Business Overview: Aquestive Therapeutics is a New Jersey-based pharmaceutical company combining a proprietary oral film delivery technology (PharmFilm®) with an internal pipeline of epinephrine prodrug product candidates developed on its AdrenaVerse™ platform. The company operates as both a developer of its own proprietary products and as a contract development and manufacturing organization (CDMO) for licensees including Indivior (Suboxone® sublingual film), Cosette Pharmaceuticals (Sympazan®), Hypera (Ondif®), and Zambon (Emylif®). Its lead clinical asset, Anaphylm™ (dibutepinephrine) sublingual film, is a needle-free, device-free epinephrine product candidate for Type I allergic reactions.
⚙️Structure & Terms
Source: SEC 8-K
Structure: Up to $150 million (multi-tranche)
Tranche A - $55 million - Funded at close (May 12, 2026)
Tranche B - $20 million - Subject to FDA approval of Anaphylm by June 30, 2027
Tranche C - $25 million - Subject to achievement of specified net sales milestone certified by Agent by December 31, 2027 (requires prior Tranche B funding)
Tranche D - Up to $50 million - Available upon mutual consent of Lenders and Company
Maturity: May 2031 (~5 years from closing)
Collateral: Senior secured, substantially all-asset lien (including intellectual property), subject to the rights of RTW Investments, LP under the August 13, 2025 Purchase Agreement; an intercreditor agreement governs the relative priorities of the Oaktree Lenders and the RTW Purchaser
Rate: Variable; 3-month SOFR + 6.25% (SOFR floor: 2.75%); spread reduced by 0.25% permanently upon Tranche B funding; default rate +2.00%
I/O Period: Full term — quarterly interest-only payments until maturity; bullet repayment
PIK Option: Borrower may elect to pay up to 200 bps of interest in kind during the first two years
Repayment: Bullet at maturity; voluntary prepayment permitted subject to make-whole / Prepayment Premium and Exit Fee (see below)
Disclosed Fees:
Exit Fee: 1.00%–2.00% of the principal repaid, depending on date of repayment; subject to reduction if (i) the Company achieves a specified net sales milestone by June 30, 2029, (ii) a mandatory paydown is triggered by failure to obtain FDA Approval by December 31, 2027, or (iii) the repayment occurs in connection with a change of control within the first two years
Prepayment Premium: Make-whole (interest that would have accrued to the first anniversary) for prepayments on or before the first anniversary; thereafter a declining premium of 5.00% → 1.00% based on date; 0% after the fourth anniversary; subject to the same reductions as the Exit Fee
Additional fees per fee letter (not disclosed)-
Warrants: The Company agreed to issue warrants to the Lenders equal to 1.75% of the principal amount of each funded tranche, divided by the applicable VWAP. Tranche A Warrants priced off the 30-day VWAP preceding closing; subsequent tranches priced off the lower of the Tranche A VWAP and the 30-day VWAP preceding such tranche’s funding. Warrants carry a five-year term and are subject to a registration rights agreement.
Financial Covenants:
Minimum Liquidity (Unrestricted Cash and Permitted Cash Equivalents in Controlled Accounts):
- $27,500,000 prior to Tranche B funding
- $15,000,000 after Tranche B funding
- Further reducible on a dollar-for-dollar basis equal to any prepayments mandatorily required if FDA Approval of Anaphylm is not received by December 31, 2027
Minimum Net Sales Covenant: Trailing twelve-month net sales of Anaphylm and other products developed for the treatment of Type I allergic reactions in the U.S., tested quarterly, with thresholds set on the schedules to the Credit Agreement (not publicly disclosed). Testing commences on the later of (i) the first full fiscal quarter ending after Tranche B funding and (ii) the fiscal quarter ending December 31, 2027.
Waiver Conditions (Equity / Market-Cap Off-Ramps): Covenant is not tested in any quarter in which (x) unrestricted cash and permitted cash equivalents on the last business day of the fiscal quarter are ≥ 150% of the outstanding principal of the Term Loan, or (y) the 30-day average of the Company’s market capitalization as of the last trading day is ≥ $500 million
Mandatory Prepayment Trigger: If FDA Approval of Anaphylm is not obtained by December 31, 2027, the Lenders may require a partial paydown of the Term Loan (with the Minimum Liquidity threshold reducing dollar-for-dollar in tandem)
Using that to explain to my son how capital investments work, risk, liquidity, return, covenants, exits…
Nice! Was too confusing for me to figure it out