INCLINE VILLAGE, Nev.,
Dec. 13, 2019 /PRNewswire/ -- PDL
BioPharma, Inc. ("PDL" or the "Company") (Nasdaq: PDLI) today
announced that it has entered into separate, privately negotiated
exchange agreements pursuant to which it will exchange $119.3 million in aggregate principal amount of
its outstanding 2.75% Convertible Senior Notes due in December 2021 (the "2021 Notes") and in
December 2024 (the "2024 Notes") for
(i) cash in an aggregate amount of $98.0
million, such cash amount to include $139,900 of accrued and unpaid interest on the
exchanged notes up to, but excluding, the settlement dates, and
(ii) an aggregate of 13.4 million shares of its common stock, par
value $0.01 per share ("Common
Stock").
"We believe that the exchange of these notes is an important
first step in executing on the strategy announced earlier this week
to monetize our assets and return value to our shareholders,"
said Dominique Monnet, president and CEO of PDL. "Reducing the
aggregate $150 million of convertible
notes outstanding by approximately 80% will enable us to operate
with broader flexibility and on more favorable financial terms by
significantly lessening the impact of provisions of the Convertible
Note Indentures governing such activities. The privately negotiated
exchanges were executed under the note and share repurchase program
authorized by our board and announced last Monday."
The 2021 Notes will be exchanged for an aggregate $39.9 million of cash and 3.5 million shares of
Common Stock. The 2024 Notes will be exchanged for an aggregate
$58.1 million of cash and 9.9 million
shares of Common Stock. Upon consummation of the closing,
approximately $19.2 million and
$11.5 million aggregate principal
amount of the 2021 Notes and 2024 Notes, respectively, will remain
outstanding.
In connection with the exchange transactions, PDL and Royal Bank
of Canada (the "Counterparty" or
"RBC") entered into an agreement to terminate a portion of the
capped call agreements previously entered into for the 2021 Notes
and 2024 Notes in notional amounts corresponding to the amounts of
notes exchanged. The Company will receive cash proceeds from the
Counterparty of $6.7 million as a
result of the partial unwinding of the capped call agreements. The
capped call transactions remain in effect for the 2021 Notes and
2024 Notes that remain outstanding.
In connection with the partial unwinding of the capped call
agreements, the Company has entered into an agreement with RBC to
purchase 3.2 million shares of PDL Common Stock previously acquired
by RBC (and or its affiliates) to hedge the capped calls. The
Common Stock was acquired by PDL at the closing price of PDL's
Common Stock on December 12,
2019.
The transactions are subject to customary closing conditions and
are expected to close on or before Tuesday,
December 17, 2019. The shares of Common Stock will be issued
in reliance upon the exemption from registration under Section
3(a)(9) of the Securities Act of 1933, as amended.
BofA Securities acted as financial advisor to PDL in connection
with the transactions.
About PDL BioPharma, Inc.
Throughout its history, PDL's mission has been to improve the
lives of patients by aiding in the successful development of
innovative therapeutics and healthcare technologies. PDL BioPharma
was founded in 1986 as Protein Design Labs, Inc. when it
pioneered the humanization of monoclonal antibodies, enabling the
discovery of a new generation of targeted treatments that have had
a profound impact on patients living with different cancers as well
as a variety of other debilitating diseases. In 2006, the
Company changed its name to PDL BioPharma.
As of December 2019, PDL has
ceased to make additional strategic transactions and investments
and is pursuing a formal process to unlock the value of its
portfolio by monetizing its assets and ultimately distributing net
proceeds to shareholders.
For more information please visit www.pdl.com.
NOTE: PDL, PDL BioPharma, the PDL logo and associated
logos and the PDL BioPharma logo are trademarks or registered
trademarks of, and are proprietary to, PDL BioPharma, Inc. which
reserves all rights therein.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws that involve
material risks, assumptions and uncertainties. Many possible events
or factors could affect our future results and performance, such
that our actual results and performance may differ materially from
those that may be described or implied in the forward-looking
statements. As such, no forward-looking statement can be
guaranteed. The factors that could cause actual results to differ
from what is described herein, include any failure of the exchanges
to close due to failure of conditions to closing, financial market
conditions or otherwise. The Company is subject to additional risks
and uncertainties described in the Company's annual report on Form
10-K and subsequent quarterly reports on Form 10-Q. You are
cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis and expectations
only as of the date of this press release. Except as required by
law, the Company undertakes no obligation to publicly release the
results of any revision or update of these forward-looking
statements, whether as a result of new information, future events
or otherwise.
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SOURCE PDL BioPharma, Inc.