EX-10.33





 Exhibit 10.33 

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, 

MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT 

MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS 

PRIVATE OR CONFIDENTIAL. 

11 April 2022 
 STRICTLY PRIVATE AND
CONFIDENTIAL 
 Alvotech Holdings S.A. 
 9, Rue de
Bitbourg 
 L-1273 Luxembourg 

(“Alvotech”) 
  

			
	Attention:	  	Danny Major, Arni Hardarson, Joel Morales
	Electronic copy via email:	  	[***], [***], [***]

 Project Baldur – Binding Offer Letter 

Dear Danny, Arni and Joel, 
 Sculptor Capital Investments, LLC
(“Sculptor”, “we”, “us” and “our”) is delighted to submit this Binding Offer letter (together with its Appendix, the “Letter”) for the provision of capital in an
amount of between $75 million to $125 million by it or one of its affiliates to be used by Alvotech (or its legal successor) for general corporate purposes and liquidity needs including either (i) the repayment or acquisition of a
$40 million shareholder loan to/from Alvogen Lux Holdings S.à r.l., or (ii) the payment of a factoring claim arising for from a factoring transaction with Alvogen Lux Holdings S.à r.l, whereby Alvogen will buy invoice(s)
issued by Alvotech or one of its affiliates for an aggregate amount of $40 million (the “Transaction”). 
  

	 	1.	 Terms of Sculptor’s participation to the Transaction 



The terms on which we or one of our affiliates would be willing to participate in the Transaction are set out in the attached term sheet (the “Term
Sheet”) included as Appendix 1 to this Letter. 
 Capitalised terms used herein shall have the meaning given to them in the Term Sheet unless
otherwise defined in this Letter. 
  

	 	2.	 Conditions, authorisations and approvals 



The Transaction has been extensively discussed by the investment team and has received the required preliminary business approvals. 

This Letter is conditional upon Sculptor obtaining the relevant final internal approvals. 

The final commitment is also subject to: 
  

	 	(i)	 negotiation and execution of final documentation in a form that is mutually agreeable to all parties involved
(and in terms not different than those outlined in the Term Sheet); 















	 	(ii)	 fulfilment of the conditions precedents as stipulated in the Term Sheet; and 



 

	 	(iii)	 confirmatory legal and tax analysis by the Lenders. 



Sculptor does not expect that the Transaction will require it to obtain any regulatory or other external approvals or conditions, including any antitrust
approvals and conditions. 
  

	 	3.	 Contact details 



Should you wish to clarify any of the items discussed in this letter, please contact: 

 

			
	 [***]
 Executive Managing Director

Head of Europe & Asia Corporate Credit
 [***]

[***]
  

[***]
 [***]

[***]
	  	 [***]
 Managing Director, European General
Counsel
 [***]
 [***]


  

	 	4.	 Other 



We would like to formally express our thanks for the opportunity to participate in Project Baldur and to reiterate our commitment to the Transaction outlined
in this letter. 
 The existence of this Letter and its terms as well as Sculptor’s interest in the Transaction are confidential. All matters set forth
herein are strictly confidential and may not be disclosed to any third party without the prior written consent of Sculptor, save that we consent to the disclosure of this Letter to any governmental or regulatory person body or authority as may be
required by law. Sculptor requests that no public statement or press release concerning its involvement in any potential transaction be made without its prior written approval, and any such disclosure not approved by Sculptor would render this
proposal void. 
 The provisions of this Letter and any non-contractual obligations arising out of or in connection
with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Letter) are governed by English law. The courts of England have exclusive jurisdiction
to settle any dispute arising out of or in connection with this Letter (including a dispute relating to any non-contractual obligations arising out of or in connection with this Letter or the negotiation of
the transaction contemplated by this Letter). 












 Yours sincerely, 
  

	
	 /s/ Wayne Cohen

	 Wayne Cohen, President & Chief Operating Officer
  

For and on behalf of Sculptor Capital Investments, LLC


 Acknowledged and agreed: 
  

	
	 /s/ Robert Wessman


 Robert Wessman - authorized signatory 

For and on behalf of Alvotech Holdings S.A. 












 APPENDIX 1 

PROJECT BALDUR –TERM SHEET 
  

			
	Proposed Transaction	  	 •  Issuer to raise $75m to $125m (“Proceeds”) of new 2nd lien debt for general corporate purposes
  

•  Subject to tax and legal review $40 million of the proceeds will be used to:

 
 •  either repay or acquire a
shareholder loan from Alvogen Lux Holdings Sarl (the “Alvogen Loan”). In case of an acquisition, the Alvogen Loan shall be amended and restated so to form part of the Facility for an aggregate amount of $75 million to
$125 million; or
  

•  repay a factoring transaction with Alvogen Lux Holdings Sarl (the “Alvogen
Factoring”), whereby Alvogen Lux Holdings Sarl will buy invoices issued by the Issuer or one of its affiliates for an aggregate amount of $40 million.

		
	Issuer	  	 •  Alvotech Holdings SA or its legal successor after the implementation of the De-SPAC/Merger transaction with Oaktree Acquisition Corp. II (the “SPAC Transaction”)

		
	Lenders	  	 •  Sculptor Capital Investments, LLC, (“Sculptor”), or any of its
affiliates and related funds
  
 (together with any other lender which acquires a
participation in the Facility)

		
	Underwriters	  	 •  Sculptor together with any other Lender which signs or accedes to this binding
term sheet

		
	Agent and 
Security Agent	  	 •  A reputable, international financial institution satisfactory to and selected
by the Lenders

		
	Facility	  	 •  The facility will be structured as a 2nd lien loan facility (the “Facility”)

		
	Principal Amount	  	 •  $75 million to $125 million

		
	Issue Price	  	 •  100% / Par

		
	Underwriting Fee	  	 •  2.0%
  

•  To be accrued upon signing of the Long-Form Documentation

 
 •  Payable to the Underwriters
on a pro rata basis to their underwritten commitment

		
	Use of Proceeds	  	 •  General corporate purposes and to pay fees and expenses associated with the
Proposed Transaction
  
 •  To
repay or acquire the Alvogen Loan or to repay the Alvogen Factoring (subject to tax and legal review)















			
		
	Term	  	 •   Maturity on 23-September-2025

(91 days after the maturity of the existing Alvotech Holdings SA Tranche A and Tranche B bonds (maturing on 24-June-2025 (the “Existing Bonds”)

		
	Interest	  	 •   10.0% plus 2.50%



 (rounded upwards to two decimal places) depending on the Net Proceeds Amount as per Existing Bonds documentation where

X = US$290,000,000
 Y =
Completion Date Net Proceeds Amount (as per Existing Bonds)
 Z = US$80,000,000

If Y is less than US$210,000,000 then the margin is set at 12.50% and if Y is equal to or more than US$290,000,000 than the margin is set
at 10.00% (all together the “Respective Margin”)
  

•   Respective Margin p.a. PIK coupon accruing and capitalised quarterly and payable at
maturity
  
 •   For the
avoidance of doubt, the “Further Issuance Conditions” mechanics as per the Existing Bonds shall be replicated in the long-form documentation for the Facility agreement and apply to the Respective Margin accordingly

		
	Availability	  	 •   [5] days from signing the Facility agreement

		
	Drawdown Request	  	 •   The loan must be drawn in its entirety

		
	Guarantees	  	 •   As per Sec. 6 of the Existing Bonds

		
	Security / Ranking 
Intercreditor Deed	  	 •   Sculptor will discuss with the holders of the Exiting Bonds, and the
Issuer and the Issuer group will use its best endeavours to assist Sculptor, to amend the Existing Bonds and the Intercreditor Deed and receive required consents
  

•   Subject to the required amendments to the Existing Bonds and Intercreditor Deed being
obtained and certain consents being provided:
  

o   the Facility will be secured by the same collateral package as the Existing Bonds on a second
ranking basis
  

o   Supplemental security agreements will be put in place in favour of the security agent on behalf
of the Lenders (covering the same security package as the Existing Bonds)
  

o   Intercreditor Deed to reflect the second lien ranking of the Facility and to provide for
customary second lien rights incl. among others:
  

•   Express inclusion of the Facility in the enforcement proceeds waterfall, in priority to
payments of excess proceeds to any persons listed in clause 13.1(d) of the Intercreditor Deed or any member of the Issuer group or any direct or indirect holding entity
  

•   “Fair value” protections on an enforcement

 
 •   Ability to receive
payments under the Facility, subject to a senior payment stop right following a material event of default for a fixed period of [120] days















			
		
		  	  

•   Enforcement rights to reside with the Existing Bonds, subject to: (i) [90] day standstill
period from default, during which (a) Existing Bonds shall consult with the Lenders and (b) Lenders shall have the ability to buy out the Existing Bonds (right to buy out); and(ii) Lenders to have ability to issue enforcement instructions
at the end of the [90] day standstill and consultation period if Existing Bonds have not issued enforcement instructions and Lenders have not exercised right to buy out
  

o   General ability to amend the Facility agreement via a customary amendment process with the
Issuer without consent of the Existing Bonds unless such amendments result in a breach of the Existing Bonds/Intercreditor Deed

		
	Repayment	  	 •   Bullet at the maturity date

		
	Mandatory Prepayment and Cancellation	  	 •   As per Existing Bonds excluding the Special Put Right

		
	Call Protection	  	 •   The Issuer may, at its option, redeem the Facility, in whole but not in
part, at any time on or after the second anniversary from signing, at (i) 102% for the period from (and including) the second anniversary from signing to (but excluding) the third anniversary from signing, and (ii) at par for the period
commencing from (and including) the third anniversary from signing.
  

•   Call protection application to mirror Existing Bonds with the change of control clause to
reflect the public nature of the Issuer after the SPAC Transaction

		
	Covenants	  	 •   As per Existing Bonds incl. anti-layering provisions

 
 •   Prohibition on any
additional debt ranking pari passu to the Facility
  

•   For the period of 12 months after the signing of the Facility agreement any changes to the
debt baskets (clause 9.4 of Existing Bonds) via a customary amendment process will be automatically mirrored/amended in the Facility agreement

		
	Representations, warranties, and undertakings	  	 •   The Issuer and its subsidiaries will provide representations, warranties,
and undertakings usual for transactions of this nature and in line with representations, warranties and undertakings provided to the Existing Bonds
  

•   The Issuer and its subsidiaries will provide customary undertakings to preserve and
maintain intellectual property necessary for the business of the relevant group member

		
	Miscellaneous	  	 •   Syndication of debt at the discretion of Sculptor with a minimum hold
for Sculptor of $[TBD]m

		
	Long-Form Documentation	  	 •   The Proposed Transaction, if agreed, will be formalized in long-form
documentation acceptable to the Lenders that will include in addition to the terms already specified other customary clauses applicable to the Issuer and Guarantors which are reasonably required by the Lenders for transactions of this nature

 
 •   For the avoidance of
doubt, the long-form documentation will closely align with the Existing Bonds’ documentation















			
		
	Transferability	  	 •   As per Existing Bonds, free transferability by the
Lenders

		
	Conditions Precedent 	  	 •   Customary conditions precedent for a transaction of this nature

 
 •   Receipt of all
necessary approvals from lenders under the Existing Bonds
  

•   Satisfactory supplemental security documents, satisfaction of all related perfection
requirements and satisfactory amendment of the Intercreditor Deed and Existing Bonds
  

•   Satisfactory legal opinions as to the laws of all relevant jurisdictions, including all
jurisdictions where security is to be granted/ supplemented
  

•   De-SPAC/Merger with Oaktree Acquisition Corp. II
with US listing having been maintained, fulfilling the “Proposed SPAC Listing” conditions of the Existing Bond as per the amendment request dated 12th of January 2022 (with the actual
amendment currently under implementation)
  

•   Delivery of certificate confirming fully funded business plan pro forma for the funds from
this Facility agreement satisfactory to the Underwriters

		
	Exclusivity and confidentiality	  	 •   For the period commencing on (and including) the date of signing of this
Term Sheet to (and including) 30 June 2022, the Issuer and its subsidiaries will not offer and will not participate with or assist any other person or entity in offering a similar debt transaction as the one described by this Term Sheet (and
will terminate ongoing negotiations with any person or entity, if any, to that effect).
  

•   The Issuer and its subsidiaries shall maintain confidentiality in respect of this Term
Sheet and any discussions regarding the Facility

		
	Governing Law and Jurisdiction	  	 •   English law and exclusive jurisdiction of the English
courts