Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet
Arrangement of the Registrant.
On November 17, 2020, Clovis Oncology, Inc. (the “Company”) consummated its
previously announced debt exchange transaction and offering of
convertible senior notes pursuant to that certain Exchange and
Purchase Agreement (the “Agreement”), dated as of
November 4, 2020, by and between the Company and a holder (the
“Holder”) of its
currently outstanding 4.50% Convertible Senior Notes due 2024 (the
“Existing 2024 Notes”).
Pursuant to the Agreement, the Company issued to the Holder
$50,000,000 aggregate principal amount of a new series of 4.50%
Convertible Senior Notes due 2024 (the “New 2024 Notes”) at a purchase
price of $1,000 per $1,000 principal amount
thereof. Certain other terms of the New 2024
Notes are described in the Company’s Current Report on Form
8-K filed with the
Securities and Exchange Commission on November 5, 2020. The
New 2024 Notes were issued pursuant to an indenture, dated as of
November 17, 2020 (the “Indenture”), by and between the
Company and The Bank of New York Mellon Trust Company, N.A., as
The descriptions of the Indenture and the New 2024 Notes are
qualified in their entirety by reference to the Indenture and form
of Global Note, which are filed as Exhibit 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Unregistered Sales of Equity Securities.
In addition, pursuant to the Agreement, the Company issued to the
Holder 15,112,848 shares of its common stock (the “Exchanged Shares”) in exchange
for $64,842,000 aggregate principal amount of Existing 2024 Notes
held by the Holder.
The Exchanged Shares were issued pursuant to the exemption provided
by Section 3(a)(9) of the Securities Act of 1933, as amended
The New 2024 Notes were offered pursuant to the exemption provided
by Section 4(a)(2) of the Securities Act.
The information set forth in Item 2.03 of this Current Report
on Form 8-K is
incorporated herein by reference.
Financial Statements and Exhibits
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