By Abigail W. Adams
Portland, Me., May 10 – Intercept Pharmaceuticals Inc. priced $200 million of seven-year convertible notes prior to the market open on Friday at par with a coupon of 2% and an initial conversion premium of 30%, according to a company news release.
Pricing came at the cheap end of talk for a coupon of 1.5% to 2% and an initial conversion premium of 30% to 35%, according to a market source.
Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC are active bookrunners for the registered offering, which carries a greenshoe of $30 million.
Jefferies & Co. is also a bookrunner.
The notes are non-callable until May 20, 2023 and then subject to a 130% hurdle. They are contingently convertible until Feb. 15, 2026.
The notes have dividend and takeover protection.
The securities will be settled in cash, shares or a combination of both at the company’s option.
The notes priced concurrently with a $200.4 million, or 2.4 million share, offering of common stock, which priced at $83.50 a share.
The common stock offering carries a greenshoe of $30 million, or 360,000, shares.
Concurrently with the public offering, Intercept will sell $10 million, or 119,760 shares, of its common stock to Samsara BioCapital, LP, one of its shareholders, at a price equal to the public offering price in a private placement.
Net proceeds are expected to be $410,399,960, or $470,459,960 assuming the greenshoes are exercised in full, and including the private placement.
Proceeds will be used for working capital and general corporate purposes.
Intercept Pharmaceuticals is a New York-based biopharmaceutical company.
| Issuer: | Intercept Pharmaceuticals Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $200 million
|
| Greenshoe: | $30 million
|
| Maturity: | May 15, 2026
|
| Bookrunners: | Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, Jefferies & Co.
|
| Coupon: | 2%
|
| Price: | Par
|
| Yield: | 2%
|
| Conversion premium: | 30%
|
| Conversion price: | $108.55
|
| Conversion rate: | 9.2123
|
| Call options: | Non-callable until May 20, 2023 and then subject to a 130% hurdle
|
| Put options: | None
|
| Concurrent offering: | $200.4 million, or 2.4 million shares, of common stock
|
| Pricing date: | May 10
|
| Settlement date: | May 14
|
| Distribution: | Registered
|
| Talk: | Coupon of 1.5% to 2% and an initial conversion premium of 30% to 35%
|
| Stock symbol: | Nasdaq: ICPT
|
| Stock reference price: | $83.50
|
| Market capitalization: | $2.47 billion
|
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