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Published on 8/13/2014 in the Prospect News Convertibles Daily.

New Issue: Ligand sells $225 million five-year convertibles at 0.75% up 35%

By Rebecca Melvin

New York, Aug. 13 – Ligand Pharmaceuticals Inc. priced $225 million of five-year convertible senior notes after the market close on Tuesday to yield 0.75% with an initial conversion premium of 35%, according to a news release.

Pricing of the Rule 144A deal came at the midpoint of talk, which was for 0.5% to 1% yield and 32.5% to 37.5% premium.

BofA Merrill Lynch and Deutsche Bank Securities LLC were the joint bookrunners for the offering for which there is a $20 million greenshoe.

Concurrently with the pricing of the notes, the company repurchased $40 million shares of common stock. The company also entered into certain convertible note hedge and warrant transactions, or a call spread. The strike price on the warrants is $125.08, which boosts the initial conversion premium from the issuer’s perspective to 125%.

Proceeds of the bond issue are being used for the share repurchases, with remaining proceeds earmarked for additional share repurchases of up to a total of $200 million, and $35 million is being used to fund the net cost of the call spread.

The notes are non-callable with no puts.

San Diego, Calif.-based Ligand is a biopharmaceutical company.

Issuer:Ligand Pharmaceuticals Inc.
Issue:Convertible senior notes
Amount:$225 million
Greenshoe:$20 million
Maturity:Aug. 15, 2019
Bookrunners:BofA Merrill Lynch, Deutsche Bank Securities LLC
Coupon:0.75%
Price:Par
Yield:0.75%
Conversion premium:35%
Conversion price:$75.05
Conversion ratio:13.3251 shares
Calls:Non-callable
Takeover protection:Yes
Dividend protection:Yes
Call spread:Yes, warrant strike price is $125.08, boosting premium from the issuer’s perspective to 125%
Pricing date:Aug. 12
Settlement date:Aug. 18
Stock symbol:Nasdaq: LGND
Stock price:$55.59 as of close Aug. 12
Distribution:Rule 144A
Market capitalization:$1.15 billion
Price talk:0.5%-1%, up 32.5%-37.5%

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