SEATTLE, Nov. 8, 2018 /PRNewswire/ -- Omeros
Corporation (Nasdaq: OMER) ("Omeros") today announced its intention
to offer, subject to market and other conditions, $210 million aggregate principal amount of its
Convertible Senior Notes due 2023 (the "Notes") in a private
offering (the "Offering") to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933 (the
"Securities Act"). Omeros also intends to grant the initial
purchaser of the Notes a 30-day option to purchase up to an
additional $40 million aggregate
principal amount of the Notes, for a total potential offering size
of $250 million.
The Notes will mature on November 15,
2023, unless earlier converted, repurchased or redeemed in
accordance with their terms, and will be convertible, subject to
the satisfaction of certain conditions, into cash, shares of
Omeros' common stock or a combination thereof as elected by Omeros
in its sole discretion. The Notes will be senior unsecured
obligations of Omeros, and interest will be payable semi-annually
in arrears. Omeros will have the right to redeem the Notes on or
after November 15, 2019, subject to
certain conditions. Final terms of the Notes, including the
interest rate, initial conversion rate and other terms, will be
determined upon pricing of the Offering.
Omeros intends to use a portion of the proceeds of the offering
to repay in full the amounts outstanding under Omeros' secured Term
Loan Agreement with CRG Servicing LLC (the "Term Loan Agreement"),
which has an annual interest rate of 12.25% and matures on
September 30, 2022. Amounts repaid
will include all accrued but unpaid interest and prepayment fees
under the Term Loan Agreement.
Cantor Fitzgerald & Co. is acting as the sole structuring
advisor for the offering.
In connection with the pricing of the Notes, Omeros expects to
enter into a capped call transaction with an option counterparty.
The capped call transaction is intended to reduce the potential
dilution with respect to Omeros' common stock and/or offset
potential cash payments in excess of the principal amount of the
converted Notes upon conversion of the Notes, as elected by Omeros
in its sole discretion, in the event that the market price per
share of Omeros' common stock, as measured under the terms of the
capped call transaction, is greater than the strike price of the
capped call transaction, 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 Omeros' common stock, as measured under the terms of the
capped call transaction, exceeds the cap price of the capped call
transaction, there would nevertheless be dilution or a cash
expenditure, as elected by Omeros in its sole discretion, to the
extent that such market price exceeds the cap price of the capped
call transaction. If the initial purchaser exercises its option to
purchase additional Notes, Omeros expects to enter into an
additional capped call transaction with the option
counterparty.
Omeros has been advised that, in connection with establishing
its initial hedge of the capped call transaction, the option
counterparty and/or its affiliates expect to enter into various
derivative transactions with respect to Omeros' common stock
concurrently with or shortly after the pricing of the Notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Omeros' common stock or the Notes at that time. In
addition, Omeros has been advised that that the option counterparty
and/or its affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to Omeros'
common stock and/or purchasing or selling Omeros' common stock in
secondary market transactions following the pricing of the Notes
and prior to the maturity of the Notes (and are likely to do so
during any observation period related to a conversion of Notes).
This activity could also cause or avoid an increase or a decrease
in the market price of Omeros' common stock or the Notes.
In addition to repaying the Term Loan Agreement and entering
into the capped call transaction, Omeros intends to use the
remainder of the net proceeds of the offering for general corporate
purposes, including funding research and development for Omeros'
OMS721 programs and clinical trials, pre-clinical studies,
manufacturing and other costs associated with advancing Omeros'
product candidates toward Biologics License Applications and New
Drug Application submissions. If the initial purchaser exercises
its option to purchase additional notes, then Omeros intends to use
the additional net proceeds to fund the cost of entering into an
additional capped call transaction and for general corporate
purposes as described above.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy any securities of Omeros. Any
offers of the Notes will be made only by means of a private
offering memorandum. The offer and sale of the Notes and any shares
of Omeros common stock issuable upon conversion of the Notes have
not been, and will not be, registered under the Securities Act or
the securities laws of any other jurisdiction, and the Notes and
such shares may not be offered or sold in the United States absent registration or an
applicable exemption from the Securities Act and applicable state
laws.
Our ability to consummate the offering is subject to market
conditions.
About Omeros Corporation
Omeros is a commercial-stage biopharmaceutical company committed
to discovering, developing and commercializing small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, complement-mediated diseases and disorders
of the central nervous system. The company's drug product
OMIDRIA® (phenylephrine and ketorolac intraocular
solution) 1% / 0.3% is marketed for use during cataract surgery or
intraocular lens (IOL) replacement to maintain pupil size by
preventing intraoperative miosis (pupil constriction) and to reduce
postoperative ocular pain. In the European Union, the European
Commission has approved OMIDRIA for use in cataract surgery and
other IOL replacement procedures to maintain mydriasis (pupil
dilation), prevent miosis (pupil constriction), and to reduce
postoperative eye pain. Omeros has multiple Phase 3 and Phase 2
clinical-stage development programs focused on:
complement-associated thrombotic microangiopathies;
complement-mediated glomerulonephropathies; cognitive impairment;
and addictive and compulsive disorders. In addition, Omeros has a
diverse group of preclinical programs and a proprietary G
protein-coupled receptor (GPCR) platform through which it controls
54 new GPCR drug targets and corresponding compounds, a number of
which are in preclinical development. The company also exclusively
possesses a novel antibody-generating platform.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, which are
subject to the "safe harbor" created by those sections for such
statements. All statements other than statements of historical fact
are forward-looking statements, which are often indicated by terms
such as "anticipate," "believe," "could," "estimate," "expect,"
"goal," "intend," "likely." "look forward to," "may," "plan,"
"potential," "predict," "project," "prospects," "should," "slated,"
"will," "would" and similar expressions and variations thereof.
Forward-looking statements are based on management's beliefs and
assumptions and on information available to management only as of
the date of this press release. Omeros' actual results could differ
materially from those anticipated in these forward-looking
statements for many reasons, including, without limitation, risks
associated with product commercialization and commercial
operations, unproven preclinical and clinical development
activities, regulatory oversight, the ability for OMIDRIA to obtain
separate reimbursement as part of CMS' OPPS, intellectual property
claims, competitive developments, litigation, and the risks,
uncertainties and other factors described under the heading "Risk
Factors" in the company's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on November 8, 2018. Given these risks,
uncertainties and other factors, you should not place undue
reliance on these forward-looking statements, and the company
assumes no obligation to update these forward-looking statements,
even if new information becomes available in the future.
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SOURCE Omeros Corporation