Date: 2017-05-02
Type of information: Private placement
Company: Neurocrine Biosciences (US - CA)
Investors:
Amount: $502.2 million
Funding type: private placement
Planned used: Neurocrine intends to use the net proceeds from the offering for general corporate purposes, which may include commercialization expenses, clinical trial and other research and development expenses, capital expenditures, working capital and general and administrative expenses.
Others:
- • On May 2, 2017, Neurocrine Biosciences announced that it has completed its previously announced private offering of $517.5 million aggregate principal amount of its 2.25% convertible senior notes due 2024, which includes $67.5 million aggregate principal amount of notes that were sold pursuant to the exercise of the initial purchasers' option to purchase additional notes.
- The net proceeds from the offering, after deducting the initial purchasers' discounts and commissions and estimated offering expenses payable by Neurocrine, were approximately $502.2 million.
- Jefferies LLC, Barclays Capital Inc., J.P. Morgan Securities LLC and Leerink Partners LLC acted as joint book-running managers for the offering, and Robert W. Baird & Co. Incorporated and H.C. Wainwright & Co., LLC acted as co-managers for the offering. Evercore Group L.L.C. acted as Neurocrine's financial advisor for the offering.
- • On April 26, 2017, Neurocrine Biosciences announced the pricing of its offering of $450.0 million aggregate principal amount of 2.25% convertible senior notes due 2024. The notes will be sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The sale of the notes is expected to close on May 2, 2017, subject to customary closing conditions. Neurocrine also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $67.5 million aggregate principal amount of notes.
- The notes will be senior unsecured obligations of Neurocrine and will accrue interest payable in cash semi-annually in arrears at a rate of 2.25% per annum. The notes will mature on May 15, 2024, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding January 15, 2024, the notes will be convertible at the option of the holders only upon the satisfaction of certain circumstances. 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, Neurocrine 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 13.1711 shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $75.92 per share), subject to adjustment upon the occurrence of specified events.
- Neurocrine may not redeem the notes prior to May 15, 2021. On or after May 15, 2021, Neurocrine may redeem all, or any portion, of the notes for cash if the last reported sale price per share of Neurocrine's common stock exceeds 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before Neurocrine sends the related redemption notice, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
- Neurocrine estimates that the net proceeds from the offering will be approximately $436.6 million (or approximately $502.2 million if the initial purchasers exercise in full their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions and estimated offering expenses payable by Neurocrine.
Therapeutic area: Neurological diseases
Is general: Yes
