Teligent Announces Completion of Series D Convertible Note Exchange
September 23 2020 - 8:50AM
Teligent, Inc. (NASDAQ: TLGT) (“Teligent” or the “Company”), a
New Jersey-based specialty generic pharmaceutical
company, announced the closing of the issuance of
approximately $27.5 million aggregate principal amount of Zero
Coupon Convertible Senior Notes due 2023 (the “New 2023 Notes”) in
exchange for approximately $57.9 million in aggregate principal
amount, plus accrued but unpaid interest, of the Company’s
outstanding 4.75% Convertible Senior Notes due May 2023 (the
“Series A Convertible Notes”), which gives effect to a 52.5%
discount on the principal amount of Series A Convertible Notes
exchanged. The Company also issued approximately $0.4 million
aggregate principal amount of New 2023 Notes in exchange for
approximately $0.5 million in aggregate principal amount, plus
accrued but unpaid interest, of the Company’s outstanding 7.0% Cash
/ 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023
(the “Series B Convertible Notes”), which gives effect to a 31%
discount on the principal amount of Series B Convertible Notes
exchanged.
The New 2023 Notes will not bear interest and will mature in May
2023.
The New 2023 Notes are convertible at the option of the holder
at any time prior to maturity at an initial conversion price of
$1.50 per share, subject to adjustment under certain circumstances.
In the event that Teligent undergoes a “fundamental change,”
holders of New 2023 Notes may require Teligent to purchase for cash
all or any portion of the New 2023 Notes at the fundamental change
purchase price equal to 100% of the principal amount of notes being
repurchased plus accrued but unpaid special interest, if any,
thereon.
Tim Sawyer, President & Chief Executive Officer of Teligent
Inc. stated “This transaction was the result of close collaboration
with our Series A bondholders. The terms reflect their support of
the Company’s effort to improve short-term liquidity and enables us
to take another step towards de-leveraging our balance sheet.”
Jefferies LLC served as exclusive financial advisor and K&L
Gates LLP served as legal counsel to Teligent.
The New 2023 Notes and any shares of common stock issuable upon
conversion of the New 2023 Notes (the “Conversion Shares”) have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state or other jurisdiction’s securities
laws, and the New 2023 Notes and the Conversion Shares may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions’
securities laws. Teligent does not intend to file a registration
statement for the resale of the New 2023 Notes or any Conversion
Shares.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor does it
constitute an offer, solicitation or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking StatementsThis press release
includes “forward-looking statements” that are intended to qualify
for the safe harbors from liability provided by Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts are statements that could
be deemed forward-looking. These statements are based on current
expectations, estimates, forecasts and projections about the
Company’s business and the industry in which the Company operates
and the beliefs and assumptions of the Company’s management.
Forward-looking statements can be identified by the use of words
such as “will,” “may,” “could,” “should,” “would,” “believe,”
“depends,” “expect,” “goal,” “anticipate,” “forecast,” “project,”
“future,” “intend,” “plan,” “estimate,” “target,” “indicate,”
“outlook,” and similar expressions of future intent or the negative
of such terms. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, these
forward-looking statements are based on management’s current
beliefs, expectations and assumptions and are subject to risks and
uncertainties. These statements are based on the Company’s
current beliefs or expectations and are inherently subject to
various risks and uncertainties, including those set forth under
the caption “Risk Factors” in the Company’s most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and other
periodic reports the Company files with the Securities and Exchange
Commission. Additionally, many of these risks and
uncertainties are currently amplified by and will continue to be
amplified by, or in the future may be amplified by, the COVID-19
outbreak and the effects thereof on the Company’s future
performance and results of operations. It is not possible to
predict or identify all such risks. There may be additional risks
that the Company considers immaterial or which are unknown. You
should not rely upon forward-looking statements as predictions of
future events. The forward-looking statements included in
this press release speak only as of the date hereof and, subject to
any continuing obligations under applicable law or any relevant
stock exchange rules, we expressly disclaim any obligation to
disseminate, after the date of this document, any updates or
revisions to any such forward-looking statements to reflect any
change in expectations or events, conditions or circumstances on
which any such statements are based.
Contact: Philip K. YachmetzTeligent, Inc. (856) 776-4632
www.teligent.com
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