NASHVILLE, Tenn., May 21, 2020 /PRNewswire/ -- Cryoport, Inc.
(NASDAQ: CYRX) ("Cryoport") today announced the pricing on
May 20,
2020 of its offering of $100.0 million in aggregate principal amount of
3.00% convertible senior notes due 2025 (the "notes") in a private
offering to investors reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). Cryoport also
granted the initial purchasers of the notes a 30-day option to
purchase up to an additional $15.0
million in principal amount of notes.
The notes will be senior, unsecured obligations of Cryoport and
will accrue interest at a rate of 3.00% per annum, payable
semi-annually in arrears on June 1
and December 1 of each year,
beginning on December 1, 2020. The
notes will mature on June 1, 2025,
unless earlier repurchased, redeemed or converted. At any time
before the close of business on the scheduled trading day
immediately before the maturity date, noteholders may convert their
notes at their option into shares of Cryoport's common stock,
together, if applicable, with cash in lieu of any fractional share,
at the then-applicable conversion rate. The initial
conversion rate is 41.8261 shares of common stock per $1,000 principal amount of notes, which
represents an initial conversion price of approximately
$23.91 per share of common
stock. The initial conversion price represents a premium of
approximately 15% over the last reported sale of $20.79 per share of Cryoport's common stock on
May 20, 2020. The conversion
rate and conversion price will be subject to adjustment upon the
occurrence of certain events.
The notes will not be redeemable at Cryoport's election before
June 5, 2023. The notes will be
redeemable, in whole and not in part, for cash at Cryoport's option
at any time on or after June 5, 2023,
but only if (1) the last reported sale price per share of
Cryoport's common stock exceeds 130% of the conversion price for a
specified period of time and (2) a registration statement covering
the resale of the shares of Cryoport's common stock issuable upon
conversion of the notes is effective and available for use. The
redemption price will be equal to the principal amount of the notes
to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
If a "fundamental change" (as defined in the indenture for the
notes) occurs, then noteholders may require Cryoport to repurchase
their notes for cash. The repurchase price will be equal to
the principal amount of the notes to be repurchased, plus accrued
and unpaid interest, if any, to, but excluding, the applicable
repurchase date.
Cryoport estimates that the net proceeds from the offering will
be approximately $96.4 million (or
approximately $110.9 million if the
initial purchasers fully exercise their option to purchase
additional notes), after deducting the initial purchasers'
discounts and commissions and estimated offering expenses. Cryoport
intends to use the net proceeds from the offering primarily for
working capital, inventory development, global infrastructure
buildout and facilities expansion, sales and marketing and,
potentially, acquisitions with strategic impact.
The offer and sale of the notes and the shares of common stock
issuable upon conversion of the notes have not been registered
under the Securities Act or any other securities laws, and unless
so registered, may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any other
applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or the shares of common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful.
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SOURCE Cryoport, Inc.