Intercept Pharmaceuticals Announces Convertible Notes Exchange, New Issuance and Stock Repurchase
Intercept estimates that cash proceeds will be approximately
Intercept expects to use
Following the Transactions and the Buyback, Intercept anticipates changes to its debt and share count profiles as reflected below:
- 66.6% of the 2023 Notes retired.
- Shares outstanding reduced by 4.52 million (13.6%), from 33.2 million to 28.7 million.
|($MM)||Transactions||Old Notes||New Notes||Sold||Transactions||Retired||Remaining|
|Share count at
|Cash for share buybacks ($)||75,735,158.50|
|Closing share price on
|Pro forma share count||28,679,679|
The New Notes will be guaranteed by certain subsidiaries of Intercept which meet certain threshold requirements (any such subsidiary, a “Guarantor”), and will be senior obligations of Intercept and any such Guarantor. The New Notes will be secured by a first priority security interest in substantially all of the assets of Intercept and any Guarantors, subject to certain exceptions. Interest will be payable semi-annually in arrears at a rate of 3.50% per annum on
The initial conversion rate of the New Notes will be 47.7612 shares of Intercept common stock per
Intercept may redeem for cash all or any portion of the New Notes, at its option, on or after
In connection with the Transactions, Intercept intends to enter into a base indenture, as supplemented by a supplemental indenture, establishing the terms of the New Notes, and a security agreement establishing a first priority (subject to certain exceptions) security interest in substantially all of the assets of Intercept and any Guarantors.
Neither the New Notes, nor any shares of Intercept’s common stock issuable upon conversion of the New Notes, have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered or sold in
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the New Notes, Intercept’s common stock potentially issuable upon conversion of the New Notes or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Intercept is a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases, including primary biliary cholangitis (PBC) and nonalcoholic steatohepatitis (NASH). Founded in 2002 in
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to the terms of the New Notes and the Transactions. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “possible,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and Intercept undertakes no obligation to update any forward-looking statement except as required by law. These forward-looking statements are based on estimates and assumptions by Intercept’s management that, although believed to be reasonable, are inherently uncertain and subject to a number of risks. There can be no assurance that Intercept will be able to complete the Transactions on acceptable terms, or at all. Actual results may differ materially from historical results or those anticipated or predicted by Intercept’s forward-looking statements as a result of various important factors, including, but not limited to, whether or not Intercept will be able to consummate the Transactions on the timeline or with the terms anticipated, if at all; the performance of our business, including our research and development, our regulatory approvals, and our results of operations; the impact of general
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Source: Intercept Pharmaceuticals, Inc.