Type of information: Private placement
Company: Retrophin (USA - CA)
Amount: $240 million
Funding type: private placement
- Retrophin intends to use a portion of the net proceeds from the offering to repurchase approximately $23 million aggregate principal amount of its outstanding 4.50% senior convertible notes due 2019 for cash, including accrued and unpaid interest, of approximately $40 million. Retrophin intends to use the remaining net proceeds from the offering for general corporate purposes, which may include clinical trial and other research and development expenses, commercialization expenses, capital expenditures, working capital and general and administrative expenses, and potential acquisitions of or investments in businesses, products and technologies that complement Retrophin’s business, including, without limitation, Retrophin’s potential exercise of its option to acquire Censa Pharmaceuticals.
- • On September 5, 2018, Retrophin announced the pricing of its offering of $240 million aggregate principal amount of 2.50% convertible senior notes due 2025 to be sold in an underwritten offering. The sale of the notes is expected to close on September 10, 2018, subject to customary closing conditions. The aggregate principal amount of the offering was increased from the previously announced offering size of $200 million. Retrophin also granted the underwriters of the notes an option to purchase, for settlement on or before September 28, 2018, up to an additional $36 million aggregate principal amount of notes, solely to cover over-allotments.
- The notes will be senior unsecured obligations of Retrophin and will accrue interest payable in cash semi-annually in arrears at a rate of 2.50% per annum. The notes will mature on September 15, 2025, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding May 15, 2025, the notes will be convertible at the option of the holders only upon the satisfaction of certain conditions. Thereafter, the notes will be convertible at the option of the holders at any time until the close of business on the scheduled trading day immediately before the maturity date. Upon conversion, Retrophin will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The initial conversion rate will be 25.7739 shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $38.80 per share), subject to adjustment upon the occurrence of specified events.
- Retrophin estimates that the net proceeds from the offering will be approximately $232.4 million (or approximately $267.3 million if the underwriters exercise in full their option to purchase additional notes, solely to cover over-allotments), after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by Retrophin.
- Jefferies and Barclays are acting as joint book-running managers for the offering. Leerink Partners and Nomura are acting as co-managers for the offering.
Therapeutic area: Rare diseases