– In a transaction led by Deerfield Management,
the Company effectively addresses ~96% of its 2024 convertible debt
obligations –
– Participating holders to exchange 90% of their
existing 2024 notes for new notes due in 2028 and equitize 10% of
their holdings; Certain investors will also provide an additional
$30 million of capital –
– The Company will discuss this announcement
during its fourth quarter and full year 2022 earnings call at
4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time –
SAN
FRANCISCO, Feb. 28, 2023 /PRNewswire/ --
Invitae (NYSE: NVTA), a leading medical genetics company,
today announced that it has signed exchange and
financing agreements with a fund managed by Deerfield
Management Company and other investors (collectively, the
"Investors").
The privately negotiated agreements with the Investors' holdings
of the Company's outstanding 2.00% Convertible Senior Notes due
2024 (the "Old Notes") calls for the exchange of approximately
$306 million aggregate principal
amount of the Old Notes into approximately $275 million aggregate principal amount of new
4.50% Series A Convertible Senior Secured Notes due 2028 (the "New
Notes"), along with approximately 14.3 million shares of the
Company's common stock (the "Shares"). Invitae will also sell
$30 million of New Notes to the Investors for cash. These
transactions are subject to customary closing conditions and are
expected to close on or about March 7,
2023. The New Notes will be issued pursuant to an
indenture.
"We are extremely pleased to have accomplished several important
objectives for the Company and its stockholders with this
transaction," said Ken Knight,
president and chief executive officer of Invitae. "We have added
$30 million in cash to our balance
sheet and successfully refinanced the vast majority of our
short-term obligations through 2028. With this demonstrated
commitment from long-term financial investors, Invitae can focus on
its goal of achieving positive cash flow and deliver on its mission
to bring comprehensive genetic information into mainstream medicine
to improve healthcare for billions of people."
Based on the initial conversion price of $2.5740, the New Notes will be convertible into
approximately 118.6 million shares of Common Stock, subject to the
potential issuance of additional shares in certain events. Subject
to certain requirements under the indenture, the Company will have
the option to redeem all or any portion of the principal amount of
the New Notes for cash and the issuance of warrants. The New Notes
will be convertible at any time at the option of the holders
thereof, subject to beneficial ownership cap and/or certain
limitations imposed by the NYSE rules (if applicable) for any
conversion into shares of Common Stock. The New Notes will be
secured by a security interest in substantially all of the assets
of the Company and its material subsidiaries and a pledge of the
equity interests of the Company's direct and indirect
subsidiaries.
"We are encouraged by the disciplined approach that Invitae has
taken toward improving its operating metrics and balance sheet
while continuing to invest to achieve its ambition to be a leader
in applied genetics," said Avi
Kometz, M.D., partner at Deerfield Management. "We view
this financing as an important step in giving the Company the
flexibility and runway to reach its goals."
The New Notes, the Shares and any shares of common stock
issuable upon conversion of the New Notes have not been registered
under the Securities Act of 1933, as amended, or under any state
securities laws and may not be offered or sold without registration
under, or an applicable exemption from, the registration
requirements; provided that the New Notes (and underlying
conversion shares) and Shares issued in exchange for the Old Notes
will be freely tradeable by holders that are not affiliates of
Invitae pursuant to Rule 144 under the Securities Act.
J. Wood Capital Advisors LLC, Goldman Sachs & Co. LLC, and
Perella Weinberg Partners LP acted as financial advisors on the
transaction. Latham & Watkins LLP acted as legal counsel to the
Company in connection with the Transaction, Katten Muchin Rosenman
LLP acted as legal counsel to Deerfield Management in connection
with the Transaction, and Cooley LLP acted as legal counsel to the
financial advisors in connection with the Transaction.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Webcast and Conference Call Details
Management will discuss this announcement during its fourth
quarter and full year 2022 earnings results call today at
4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. To access the conference
call, please register at the link below:
https://www.netroadshow.com/events/login?show=d75171b5&confId=46549
Upon registering, each participant will be provided with call
details and access codes.
The live webcast of the call and slide deck may be accessed here
or by visiting the investors section of the Company's website at
ir.invitae.com. A replay of the webcast will be available shortly
after the conclusion of the call and will be archived on the
Company's website.
About Invitae
Invitae (NYSE: NVTA) is a leading
medical genetics company trusted by millions of patients and their
providers to deliver timely genetic information using digital
technology. We aim to provide accurate and actionable answers to
strengthen medical decision-making for individuals and their
families. Invitae's genetics experts apply a rigorous approach to
data and research, serving as the foundation of their mission to
bring comprehensive genetic information into mainstream medicine to
improve healthcare for billions of people.
To learn more, visit invitae.com and follow for
updates on Twitter, Instagram, Facebook and
LinkedIn @Invitae.
Safe Harbor Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to the closing of the
transaction, including the timing of and conditions to closing; the
anticipated use of proceeds from the transaction; and any expected
benefits from the transaction. Forward-looking statements are
subject to risks and uncertainties that could cause actual results
to differ materially, and reported results should not be considered
as an indication of future performance. These risks and
uncertainties include, but are not limited to: risks related to
whether the Company will be able to satisfy the conditions required
to close the transaction; the fact that the Company's management
will have broad discretion in the use of the proceeds from the
transaction and risks and uncertainties related that use of
proceeds; the potential impact of market and other general economic
conditions; the ability of the Company to successfully execute its
strategic business realignment plan and achieve the intended
benefits thereof on the expected timeframe or at all; the Company's
failure to manage growth effectively; the Company's failure to
fully realize the anticipated benefits of the transaction; and the
other risks set forth in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30,
2022 and in the Company's subsequent filings with the
Commission. These forward-looking statements speak only as of the
date hereof, and the Company disclaims any obligation to update
these forward-looking statements.
Contacts for Invitae:
Investor Relations
Hoki
Luk
ir@invitae.com
Public Relations
Amy
Hadsock
pr@invitae.com
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SOURCE Invitae Corporation