Sarepta Therapeutics Announces Exercise of Initial Purchasers’ Option to Purchase Additional Convertible Senior Notes Due 2...
November 09 2017 - 9:45PM
Sarepta Therapeutics, Inc. (NASDAQ:SRPT), a commercial-stage
biopharmaceutical company focused on the discovery and development
of precision genetic medicines to treat rare neuromuscular
diseases, today announced the exercise in full on the initial
purchasers’ option to purchase an additional $95 million aggregate
principal amount of convertible senior unsecured notes that will
mature on November 15, 2024. The notes are being offered and sold
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended. The sale of the notes to
the initial purchasers is expected to settle on November 14, 2017,
subject to customary closing conditions.
The notes will bear cash interest at a rate of
1.50%, payable on May 15 and November 15 of each year, beginning on
May 15, 2018. The notes will not be redeemable prior to maturity.
The notes will be convertible, only during certain periods and
subject to certain circumstances, into cash, shares of Sarepta
common stock, or a combination of cash and shares of Sarepta common
stock, at Sarepta’s election. The initial conversion rate for the
notes is 13.6210 shares of Sarepta’s common stock per $1,000
principal amount of the notes, which is equivalent to an initial
conversion price of approximately $73.42 per share of Sarepta’s
common stock, representing an approximately 40% conversion premium
based on the last reported sale price of Sarepta’s common stock of
$52.44 per share on November 8, 2017. As a result of the capped
call transactions described below, the effective conversion price
of the notes is increased to $104.88, subject to adjustment or
termination of the capped call transactions in accordance with the
terms thereof.
Sarepta estimates that the net proceeds of the
offering will be approximately $505 million (including net proceeds
from the prior sale of $475 million aggregate principal amount of
notes to the initial purchasers in the base offering), after
deducting the initial purchasers’ discounts and commissions and the
net cost of the capped call transactions, but prior to deducting
estimated offering expenses. Sarepta intends to use the remainder
of the net proceeds from the offering to strengthen its balance
sheet, improve its capital structure and to fund general corporate
purposes.
In connection with the exercise of the initial
purchasers’ over-allotment option, Sarepta also entered into
privately negotiated capped call transactions with one or more of
the initial purchasers and/or their respective affiliates and/or
other financial institutions (the “option counterparties”). The
capped call transactions are expected generally to reduce the
potential dilution to Sarepta’s common stock upon conversion of the
notes and/or offset any cash payments Sarepta is required to make
in excess of the principal amount of converted notes, as the case
may be, in the event that the market price per share of Sarepta’s
common stock, as measured under the terms of the capped call
transactions, is greater than the strike price of the capped call
transactions, which initially corresponds to the conversion price
of the notes, and is subject to anti-dilution adjustments
substantially similar to those applicable to the conversion rate of
the notes. If, however, the market price per share of Sarepta’s
common stock, as measured under the terms of the capped call
transactions, exceeds the cap price of the capped call
transactions, there would nevertheless be dilution and/or there
would not be an offset of such potential cash payments, in each
case, upon conversion of the notes to the extent that such market
price exceeds the cap price of the capped call transactions. The
cap price of the capped call transactions will initially be $104.88
per share, which represents a premium of 100% over the last
reported sale price of Sarepta’s common stock of $52.44 per share
on November 8, 2017, and is subject to certain adjustments under
the terms of the capped call transactions.
The offer and sale of the notes are not being
registered under the Securities Act, or any state securities laws.
The notes may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act and any applicable state securities laws.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities,
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the laws of such jurisdiction.
About Sarepta Therapeutics
Sarepta Therapeutics is a commercial-stage
biopharmaceutical company focused on the discovery and development
of precision genetic medicines to treat rare neuromuscular
diseases. The Company is primarily focused on rapidly advancing the
development of its potentially disease-modifying Duchenne muscular
dystrophy (DMD) drug candidates.
Forward-Looking Statements
This press release contains forward-looking
statements, including but not limited to statements regarding the
estimated net proceeds of the offering and Sarepta’s anticipated
use of such net proceeds. These forward-looking statements involve
risks and uncertainties, many of which are beyond Sarepta’s
control, including but not limited to those related to whether or
not Sarepta will be able to consummate the offering and the capped
call transactions on the timeline or with the terms anticipated, if
at all. Applicable risks also include those that are included in
the “Risk Factors” section of Sarepta’s Quarterly Report on Form
10-Q for the three months ended September 30, 2017, in addition to
the risk factors that are included from time to time in Sarepta’s
subsequent SEC filings. Investors are cautioned not to rely on
these forward-looking statements when making an investment
decision. Any forward-looking statement in this press release
represents Sarepta’s views only as of the date of this press
release and should not be relied upon as representing its views as
of any subsequent date. Sarepta does not undertake any obligation
to publicly update its forward-looking statements based on events
or circumstances after the date hereof, except as required by
applicable law.
Source: Sarepta Therapeutics, Inc.
Media and Investors: Sarepta Therapeutics, Inc. Ian Estepan,
617-274-4052 iestepan@sarepta.com or W2O Group Brian Reid,
212-257-6725 breid@w2ogroup.com
Sarepta Therapeutics (NASDAQ:SRPT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Sarepta Therapeutics (NASDAQ:SRPT)
Historical Stock Chart
From Apr 2023 to Apr 2024