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Get filing alertsTOI refinances $86M convertible debt with $75M OrbiMed term loan, extends maturity to 2031
Filed July 7, 2026 · Period ending July 1, 2026 · ~1 min read
Key Changes
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high
Repaid $86M Deerfield convertible notes due 2027 using $75M OrbiMed term loan plus $11M cash, extending maturity to July 2031 without issuing equity.
Item 1.01 verify on EDGAR → -
high
New loan bears interest at SOFR (3.00% floor) plus 5.75%, with quarterly amortization starting July 2029 at 7.5% of principal per quarter plus repayment premium and exit fees.
Item 1.01 verify on EDGAR → -
high
Must maintain minimum trailing twelve-month revenue of $700M starting December 2027; loan includes extensive covenants limiting debt, dividends, asset sales, and M&A.
Item 1.01 verify on EDGAR → -
high
Issued warrants to Deerfield for 10,025,535 shares at $8.567 strike, expiring August 2027, as part of convertible note repayment with no cash consideration.
Item 3.02 verify on EDGAR →
Summary
The Oncology Institute refinanced its near-term debt obligations by replacing $86 million of 4% convertible notes maturing in 2027 with a $75 million term loan from OrbiMed maturing in 2031, using approximately $11 million of cash to cover the difference.
The transaction extends the company's debt maturity profile by four years and eliminates the equity conversion feature, avoiding shareholder dilution from the convertible notes. However, TOI issued warrants to Deerfield covering 10 million shares at $8.567 as part of the repayment, representing potential future dilution if exercised before August 2027.
The new loan carries a higher interest rate—SOFR plus 5.75% versus the prior 4% fixed rate—and imposes a $700 million minimum revenue covenant starting December 2027, a threshold the company must hit to avoid default. Quarterly principal amortization begins in mid-2029 at 7.5% per quarter, with additional repayment premiums and exit fees. The agreement also restricts operational flexibility through covenants limiting additional debt, dividends, asset sales, and M&A activity. Retail holders should monitor whether TOI can meet the revenue target and manage the higher debt service costs while maintaining growth.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
This transaction is intended to increase liquidity, improve operating flexibility and extend debt maturities.
Management states the refinancing aims to increase liquidity, improve operating flexibility, and extend debt maturities. The CEO emphasized the transaction provides improved financial flexibility and establishes committed funding from a leading healthcare financing institution.
Added in current filing · view on EDGAR → · paraphrased
We are pleased to support TOI in its next phase of growth. We are excited to play a role in TOI's expansion and development as it continues to scale and drive long term value for its patients and contracted payors.
OrbiMed's representative expressed support for TOI's growth phase and expansion plans. This signals confidence from a major healthcare-focused lender in the company's business model and future prospects.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The issuance of the Warrants was made pursuant to the exemption from registration contained in Section 4(a) (2) of the Securities Act of 1933, as amended.
The warrant issuance was conducted as a private placement under Section 4(a)(2) of the Securities Act, meaning the securities were not registered with the SEC. This is standard for institutional transactions but means the warrants cannot be freely traded without registration or an exemption.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 1, 2026, The Oncology Institute, Inc. (the “Company”) entered into a Credit Agreement (the “Term Loan Agreement”), by and among the Company, the lenders from time to time party thereto, and Orbimed Opportunities (CA) V LLC, as the initial lender and administrative agent. The Term Loan Agreement provides for a term loan facility in an aggregate principal amount of $75 million, which was drawn in full on the date of entry into the Term Loan Agreement (the “Closing Date”).
The Company entered into a new $75 million term loan facility with Orbimed Opportunities as lender and administrative agent, drawing the full amount immediately. The loan matures July 1, 2031 (5 years) and is secured by substantially all Company and subsidiary assets.
Added in current filing · verify on EDGAR →
a minimum net revenue requirement of at least $700 million for each most recently ended period of twelve consecutive months, commencing with the month ending December 31, 2027, and for each month thereafter.
The loan agreement includes a financial covenant requiring minimum trailing twelve-month net revenue of $700 million at least $700 million, beginning December 31, 2027. This sets a clear performance threshold the Company must maintain to avoid default.
Added in current filing · verify on EDGAR →
On the Closing Date, the Company used the proceeds from the loans under the Term Loan Agreement, together with cash on hand, to repay in full the Company’s 4% senior secured convertible notes due 2027 (the “2027 Convertible Notes”), of which, as of July 1, 2026, there was approx. $86 million aggregate principal amount outstanding.
The Company used the $75 million loan proceeds plus cash on hand to fully repay approximately $86 million of 4% senior secured convertible notes that were due in 2027. This refinancing extends the maturity profile from 2027 to 2031 and eliminates the conversion feature.
Added in current filing · verify on EDGAR →
The Term Loan Agreement contains certain customary default provisions, representations and warranties and affirmative and negative covenants, including (a) limitations on the ability to engage in unrelated lines of business; (b) limitations on the incurrence of additional indebtedness and liens; (c) limitations on investments; (d) limitations on the payment of dividends and certain other restricted payments; (e) limitations on the ability to effect mergers and consolidations; (f) limitations on the ability to sell or dispose of property or assets; (g) limitations on modifications of certain agreements; (h) limitations on the ability to enter into transactions with affiliates; (i) limitations on sale leaseback transactions; (j) limitations on benefits plans and agreements
The loan agreement imposes extensive operational restrictions including limits on additional debt, dividends, asset sales, mergers, affiliate transactions, and investments. These covenants significantly constrain management's financial and strategic flexibility.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify