Sidley represented Whitebox Advisors as lead investor in the purchase of US$81.5 million aggregate principal amount of high-yield Convertible Senior Secured Notes due 2026 and warrants to purchase approximately 26.5 million ordinary shares of Rockley Photonics Holdings Limited (NYSE: RKLY), a UK-based technology company specializing in the research and development of integrated silicon photonics chipsets. The notes and warrants were sold to the purchasers in a private placement in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended. Rockley granted the initial purchasers of the notes an option to purchase up to an additional US$81.5 million aggregate principal amount of notes.
The notes will bear cash interest at a rate of 9.5% per annum (or, if Rockley elects to pay interest partially in cash and partially through the issuance of additional notes, at a rate of 5.75% payable in cash and 6.25% payable in kind through the issuance of additional notes). Certain of Rockley’s wholly owned subsidiaries will initially guarantee the notes. The warrants have an exercise price of US$5.00 per share, subject to certain anti-dilution adjustments, and expire 10 years from the date of issuance.
Rockley intends to use the net proceeds from the sale of the notes and warrants, along with its other liquidity sources, to continue the development of its biosensing platforms, which are designed for mobile health monitoring, the repayment of approximately US$24.9 million of existing debt, and for general corporate purposes.
The Sidley team (drawn from the firm’s offices in New York, London, and Dallas) was led by New York Global Finance partner Leslie Plaskon, and included Rob Mandell (Capital Markets), William Gwyn (Global Finance), Johnny Skumpija (Capital Markets), Michele Nudelman (Global Finance), Alex Csordas (Capital Markets), Rachel Schatz (Global Finance), George Finlay (Global Finance), Syed Haq (Global Finance), Chloe Forgie-Williams (Global Finance), Lauren Grau (Technology and Life Sciences Transactions), Zach Johnston (Technology and Life Sciences Transactions), Dan Altman (Tax), and Ryan Kelly (Tax).