By Rebecca Melvin
New York, June 30 – Intercept Pharmaceuticals Inc. priced $400 million of seven-year convertible senior notes before the market open on Thursday at par to yield 3.25% with an initial conversion premium of 32.5%, according to pricing term sheet.
The registered deal priced at the midpoint of talk for a 3% to 3.5% coupon and 30% to 35% premium.
There is a $60 million greenshoe for the deal that was sold via joint bookrunners RBC Capital Markets LLC, UBS Investment Bank, BofA Merrill Lynch, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC.
The bonds are non-callable until July 6, 2021 and then are provisionally callable if shares exceed 130% of the conversion price. There are no investor puts besides a takeover protection put. There is also dividend protection.
Settlement will be in cash, shares or a combination of cash and shares. The notes mature July 1, 2023.
In connection with the pricing of the notes, Intercept Pharmaceuticals entered into capped call transactions with option counterparties.
Proceeds will be used to fund the purchase of a capped call transactions, for commercialization and continued clinical development of Ocaliva and for general corporate purposes and working capital.
New York-based Intercept is a biopharmaceutical company focused on novel therapeutics to treat non-viral, progressive liver diseases with high unmet medical need.
| Issuer: | Intercept Pharmaceuticals Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $400 million
|
| Greenshoe: | $60 million
|
| Maturity: | July 1, 2023
|
| Bookrunners: | RBC Capital Markets LLC, UBS Investment Bank, BofA Merrill Lynch, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
|
| Coupon: | 3.25%
|
| Price: | Par, $1,000
|
| Yield: | 3.25%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $198.58
|
| Conversion ratio: | 5.0358
|
| Call: | Non-callable until July 6, 2021, then provisionally callable if shares exceed 130% of the conversion price
|
| Put: | No
|
| Net share settlement: | Yes
|
| Takeover protection: | Yes
|
| Dividend protection: | Yes
|
| Capped call: | Yes
|
| Price talk: | 3%-3.5%, up 30%-35%
|
| Pricing date: | June 30, ahead of the open
|
| Settlement date: | July 6
|
| Stock symbol: | Nasdaq: ICPT
|
| Stock reference price: | $149.87 at close June 29
|
| Market capitalization: | $3.41 billion
|
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