Simpson Thacher is representing Runway Growth Finance Corp. a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, in connection with its proposed acquisition of SWK Holdings Corporation, a life science focused specialty finance company that provides minimally dilutive financing to small- and mid-sized commercial-stage healthcare companies.
The transaction will be a net asset value (“NAV”)-for-NAV merger and will have an estimated purchase price of approximately $220 million, consisting of approximately $75.5 million of RWAY common stock and approximately $145 million of cash. Additionally, RWAY’s external manager, Runway Growth Capital LLC (an affiliate of BC Partners Advisors L.P.), will be contributing $9 million in cash as consideration to SWK stockholders.
In addition to approval by SWKH’s stockholders, the closing of the transaction is subject to other customary conditions. The parties currently expect the transaction to close during late 2025 or the first quarter of 2026.
The Simpson Thacher team includes Jonathan Corsico, Benjamin Bodurian, John Dougherty, David Jennings and Nathan Gonzalez (M&A); Steve Grigoriou, Jonathan Pacheco, Andy Madore and Sara Uhlenbecker (Registered Funds); Vanessa Burrows, Alison Peters and Jacob Madden (Healthcare); Jonathan Goldstein, Brian Mendick and Tova Pfeffer (Tax); Larry Moss, Ashlie Lawton and Nicolas Deguines (ECEB); Lori Lesser, Dewey Kang and Isabella Gonzalez (IP); Krista McManus and Dennis Loiacono (Real Estate); Karen Kazmerzak, Kelly Karapetyan and Daniel Owsley (Antitrust); Benjamin Persina (Banking and Credit); and Steve DeLott (Insurance).