Washington, DC  20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  February 28, 2018




(Exact Name of Registrant as Specified in its Charter)



(State or Other Jurisdiction of Incorporation)


(Commission File Number)


(I.R.S. Employer Identification Number)


2000 Sierra Point Parkway

Suite 500
Brisbane, California 94005

(650) 238-9600

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)



(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 8.01. Other Events.


On February 28, 2018, Innoviva, Inc. (the “Company”) made a partial prepayment of $120.0 million (the “Loan Prepayment”) on the principal amount outstanding under its outstanding senior secured first lien term loans (the “Term Loans”) issued pursuant to that certain Credit Agreement dated as of August 18, 2017 between the Company and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein. The Loan Prepayment is expected to reduce the Company’s near term cash interest expense and leverage ratio, and was not subject to any prepayment premium or penalty.  As of December 31, 2017, the aggregate outstanding principal under the Term Loans was $243.7 million.






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.








Date: February 28, 2018


/s/ Eric d’Esparbes



Eric d’Esparbes



Interim Principal Executive Officer