Lantheus Holdings, Inc. Announces Pricing of Offering of $500 Million Convertible Senior Notes due 2027
December 06 2022 - 7:45AM
Lantheus Holdings, Inc. (the “Company” or “Lantheus”) (NASDAQ:
LNTH), today announced the pricing of $500 million in aggregate
principal amount of the Company’s convertible senior notes due 2027
(the “Notes”). The Notes are being sold only to persons reasonably
believed to be “qualified institutional buyers” pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”). The Company also granted the initial purchasers of the Notes
an option to purchase, within the 13-day period beginning on, and
including, the initial closing date of the offering, up to an
additional $75 million in aggregate principal amount of Notes. The
sale of the Notes to the initial purchasers is expected to settle
on or about December 8, 2022, subject to customary closing
conditions, and is expected to result in approximately $485 million
in net proceeds to the Company (assuming no exercise by the initial
purchasers of their option to purchase additional notes), after
deducting the initial purchaser’s discount and estimated offering
expenses payable by the Company.
The Notes will be senior unsecured obligations of the Company.
The Notes will be fully and unconditionally guaranteed on a senior
unsecured basis by Lantheus Medical Imaging, Inc., a direct wholly
owned subsidiary of the Company. The Notes will bear interest at a
rate of 2.625% per year, payable semi-annually in arrears on June
15 and December 15 of each year, beginning on June 15, 2023, and
will mature on December 15, 2027, unless earlier redeemed,
repurchased or converted. The initial conversion rate for the Notes
is 12.5291 shares of the Company’s common stock per $1,000 in
principal amount of Notes (which is equivalent to an initial
conversion price of approximately $79.81 per share of the Company’s
common stock, representing an initial conversion premium of
approximately 42.5% above the closing price of $56.01 per share of
the Company’s common stock on December 5, 2022). Prior to the close
of business on the business day immediately preceding September 15,
2027, the Notes may be converted at the option of the holders only
upon occurrence of specified events and during certain periods, and
thereafter until the close of business on the business day
immediately preceding the maturity date, the Notes may be converted
at any time. The Company will satisfy any conversion by paying cash
up to the aggregate principal amount of the Notes to be converted
and by paying or delivering, as the case may be, cash, shares of
the Company’s common stock, or a combination of cash and shares of
the Company’s common stock, at its election, in respect of the
remainder, if any, of its conversion obligation in excess of the
aggregate principal amount of the Notes being converted. The
Company may redeem for cash all or any portion of the Notes, at its
option, on or after December 22, 2025 if the closing sale price per
share of the Company’s common stock exceeds 130% of the conversion
price of the Notes for a specified period of time. The redemption
price will be equal to 100% of the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
The Company’s board of directors has authorized the repurchase
of up to $150 million in aggregate amount of its common stock under
certain circumstances. The Company expects to use approximately $75
million of the net proceeds from the offering of the Notes to
repurchase shares of its common stock from purchasers of Notes in
this offering in privately negotiated transactions effected with or
through one of the initial purchasers or its affiliate. The Company
expects the purchase price per share of the common stock
repurchased in such transactions to equal the closing sale price
per share of its common stock on December 5, 2022, which was $56.01
per share. These repurchases could increase, or prevent a decrease
in, the market price of the Company’s common stock or the Notes
concurrently with the pricing of the Notes, and could result in a
higher effective conversion price for the Notes. The Company
intends to use the remainder of the net proceeds from the offering
of the Notes (including any proceeds from the exercise of the
initial purchasers’ option to purchase additional Notes) for
general corporate purposes, including other repurchases of its
common stock from time to time in an amount up to $75 million,
working capital, capital expenditures, refinancing or repaying
debt, payments related to the previously announced license and
collaboration agreements with POINT Biopharma Global Inc. and with
an affiliate thereof if the transactions contemplated by such
agreements are consummated, potential acquisitions and strategic
transactions.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Notes or the shares of the
Company’s common stock issuable upon conversion of the Notes, if
any, 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 the registration or qualification under the
securities laws of any such state or jurisdiction. Any offer of
these securities will be made only by means of a private offering
memorandum. The Notes and any shares of the Company’s common stock
issuable upon conversion have not been registered under the
Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States without
registration or an applicable exemption from registration
requirements. The Notes being offered have not been approved or
disapproved by any regulatory authority, nor has any such authority
passed upon the accuracy or adequacy of the applicable private
offering memorandum.
About Lantheus
With more than 65 years of experience in delivering
life-changing science, Lantheus is committed to improving patient
outcomes through diagnostics, radiotherapeutics and artificial
intelligence solutions that enable clinicians to Find, Fight and
Follow disease. Lantheus is headquartered in Massachusetts and has
offices in New Jersey, Canada and Sweden. For more information,
visit www.lantheus.com.
Safe Harbor for Forward-Looking and Cautionary
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended, that are subject to risks and uncertainties and
are made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements may be identified by their use of terms such as
“anticipate,” “believe,” “confident,” “continue,” “could,”
“estimate,” “expect,” “guidance,” “intend,” “introduce,” “may,”
“momentum,” “plan,” “predict,” “progress,” “project,” “promising,”
“target,” “will,” “would” and other similar terms. Such
forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks and uncertainties that
could cause actual results to materially differ from those
described in the forward-looking statements. The inclusion of
forward-looking statements should not be regarded as a
representation that such plans, estimates and expectations will be
achieved. Readers are cautioned not to place undue reliance on the
forward-looking statements contained herein, which speak only as of
the date hereof. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be
required by law. Risks and uncertainties that could cause our
actual results to materially differ from those described in the
forward-looking statements include those discussed in our filings
with the Securities and Exchange Commission (including those
described in the Risk Factors section in our Annual Reports on Form
10-K and our Quarterly Reports on Form 10-Q).
Contacts:Mark KinarneyVice President, Investor
Relations978-671-8842ir@lantheus.com
Melissa DownsSenior Director, Corporate
Communications646-975-2533media@lantheus.com
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