Supernus Announces Proposed Private Offering of $350 Million of Convertible Senior Notes
March 13 2018 - 4:01PM
Supernus Pharmaceuticals, Inc. (NASDAQ:SUPN) (the “Company”), a
specialty pharmaceutical company focused on developing and
commercializing products for the treatment of central nervous
system diseases, announced today that, subject to market and other
conditions, it intends to offer $350 million aggregate principal
amount of Convertible Senior Notes due 2023 (the “Notes”) in a
private offering. The Notes will be sold only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”). The Company also
expects to grant to the initial purchasers of the Notes a 30-day
option to purchase up to an additional $52.5 million aggregate
principal amount of Notes.
The Notes will mature on April 1, 2023, unless
earlier repurchased or converted. Prior to October 1, 2022, the
Notes will be convertible only upon the occurrence of certain
events and during certain periods, and thereafter, at any time
until the close of business on the second scheduled trading day
preceding the maturity date of the Notes. Upon any conversion, the
Company’s conversion obligation will be settled in cash, shares of
the Company’s common stock, or a combination of cash and shares of
the Company’s common stock, at the Company’s election. The interest
rate on, the initial conversion rate of, and other terms of the
Notes will be determined by negotiations between the Company and
the initial purchasers of the Notes.
The Company expects to use the net proceeds from
the sale of the Notes to acquire or invest in complementary
businesses, companies, products and technologies and for working
capital and other general corporate purposes, including without
limitation, capital expenditures and research and development
activities for potentially acquired or in-licensed product
candidates, and to fund the cost of convertible note hedge
transactions with the hedge counterparties, as described below. In
addition, the Company expects to receive proceeds from the separate
sale of the warrants, as described below.
In connection with the offering of the Notes,
the Company expects to enter into privately negotiated convertible
note hedge transactions with one or more of the initial purchasers
of the Notes or their respective affiliates and/or other financial
institutions (the “Hedge Counterparties”). The convertible note
hedge transactions are expected to cover the number of shares of
the Company’s common stock that will initially underlie the Notes,
subject to customary anti-dilution adjustments. The Company also
expects to enter into separate, privately negotiated warrant
transactions with the Hedge Counterparties relating to the same
number of shares of the Company’s common stock, subject to
customary anti-dilution adjustments. In addition, if the initial
purchasers exercise their option to purchase additional Notes, the
Company expects to sell additional warrants to the Hedge
Counterparties and use a portion of the proceeds from the sale of
the additional Notes and from the sale of the additional warrants
to enter into additional convertible note hedge transactions with
the Hedge Counterparties. The convertible note hedge transactions
are expected generally to reduce the potential dilution of the
Company’s common stock and/or reduce the amount of any potential
cash payments the Company is required to make in excess of the
principal amount of any converted Notes upon conversion of the
Notes. However, the warrant transactions could separately have a
dilutive effect with respect to the Company’s common stock to the
extent that the market price per share of the Company’s common
stock exceeds the applicable strike price of the warrants on any
expiration date of the warrants.
In connection with establishing the initial
hedges of the convertible note hedge transactions and warrant
transactions, concurrently with, or shortly after, the pricing of
the Notes, the Hedge Counterparties or their respective affiliates
expect to enter into various derivative transactions with respect
to the Company’s common stock and/or purchase shares of the
Company’s common stock, and shortly after the pricing of the Notes,
may purchase the Company’s common stock in secondary market
transactions. These activities could have the effect of increasing,
or reducing the size of a decline in, the market price of the
Company’s common stock concurrently with, or shortly following, the
pricing of the Notes. In addition, the Hedge Counterparties or
their respective affiliates may modify their hedge positions by
entering into or unwinding various derivative transactions with
respect to the Company’s common stock and/or by purchasing or
selling the Company’s common stock or other securities of the
Company, including the Notes, in open market transactions and/or
privately negotiated transactions following the pricing of the
Notes from time to time (and are likely to do so during any
“observation period” (as that term is defined in the indenture
governing the Notes) related to a conversion of Notes). Any of
these hedging activities could adversely affect the market price of
the Company’s common stock or the Notes.
The offer and sale of the Notes and the shares
of the Company’s common stock issuable upon conversion thereof, if
any, have not been and will not be registered under the Securities
Act or applicable state securities laws, and the Notes and such
shares may not be offered or sold in the United States or to U.S.
persons except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities
laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such
jurisdiction.
About Supernus Pharmaceuticals,
Inc. Supernus Pharmaceuticals, Inc. is a specialty
pharmaceutical company focused on developing and commercializing
products for the treatment of central nervous system diseases. The
Company currently markets Trokendi XR® (extended-release
topiramate) for the prophylaxis of migraine and the treatment of
epilepsy, and Oxtellar XR® (extended-release oxcarbazepine) for the
treatment of epilepsy. The Company is also developing several
product candidates to address large market opportunities in
psychiatry, including SPN-810 for the treatment of Impulsive
Aggression in ADHD patients and SPN-812 for the treatment of
ADHD.
Forward Looking Statements:
This press release includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include those
relating to whether the proposed offering of Notes will be
completed and the final terms of the Notes. These statements
do not convey historical information, but relate to predicted or
potential future events that are based upon management’s current
expectations. These statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements. In addition to
the factors mentioned in this press release, such risks and
uncertainties include, but are not limited to, the Company’s
ability to sustain and increase its profitability; the Company’s
ability to raise sufficient capital to fully implement its
corporate strategy; the implementation of the Company’s corporate
strategy; the Company’s future financial performance and projected
expenditures; the Company’s ability to increase the number of
prescriptions written for each of its products; the Company’s
ability to increase its net revenue; the Company’s ability to enter
into future collaborations with pharmaceutical companies and
academic institutions or to obtain funding from government
agencies; the Company’s product research and development
activities, including the timing and progress of the Company’s
clinical trials, and projected expenditures; the Company’s ability
to receive, and the timing of any receipt of, regulatory approvals
to develop and commercialize the Company’s product candidates; the
Company’s ability to protect its intellectual property and operate
its business without infringing upon the intellectual property
rights of others; the Company’s expectations regarding federal,
state and foreign regulatory requirements; the therapeutic
benefits, effectiveness and safety of the Company’s product
candidates; the accuracy of the Company’s estimates of the size and
characteristics of the markets that may be addressed by its product
candidates; the Company’s ability to increase its manufacturing
capabilities for its products and product candidates; the Company’s
projected markets and growth in markets; the Company’s product
formulations and patient needs and potential funding sources; the
Company’s staffing needs; and other risk factors set forth from
time to time in the Company’s SEC filings made pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended. The Company undertakes no obligation to update
the information in this press release to reflect events or
circumstances after the date hereof or to reflect the occurrence of
anticipated or unanticipated events, except as required by law.
CONTACT:
Jack A. Khattar, President and CEOGregory S.
Patrick, Vice President and CFOSupernus Pharmaceuticals, Inc.Tel:
(301) 838-2591
Or
Investor Contact:Peter VozzoWestwicke
PartnersOffice: (443) 213-0505Mobile: (443) 377-4767Email:
peter.vozzo@westwicke.com
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