By Rebecca Melvin
New York, Dec. 5 – ANI Pharmaceuticals Inc. priced an upsized $125 million of five-year convertible senior notes after the market close Thursday at par to yield 3% with an initial conversion premium of 30%, according to a prospectus.
The registered, off-the-shelf deal was initially talked at $100 million in size. The greenshoe was upsized to $18.75 million from $15 million.
Pricing came at the rich end of talk, which was for a 3% to 3.5% coupon and a 25% to 30% premium.
Guggenheim Securities, LLC and Nomura Securities International Inc. were the joint bookrunners of the deal.
The notes are non-callable and have standard takeover and dividend protection. They will settle in cash, stock, or a combination at the issuer’s option.
In connection with the offering, the company entered into privately negotiated convertible note hedge and warrant transactions, or a call spread, with initial purchasers of the bonds.
The strike on the warrants is $96.21, which boosts the initial conversion premium to 80% from the issuer’s perspective.
About $13.6 million of the proceeds will be used to pay the net cost of the call spread. Remaining proceeds will be used for research, development and commercialization, to acquire complementary businesses, products, and technologies, for working capital and for general corporate purposes.
Baudette, Minn.-based ANI is a specialty pharmaceutical company targeting development of narcotics, oncolytics, hormones and steroids and extended release and combination products.
| Issuer: | ANI Pharmaceuticals Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $125 million, upsized from $100 million
|
| Greenshoe: | $18.75 million, upsized from $15 million
|
| Maturity: | Dec. 1, 2019
|
| Bookrunners: | Guggenheim Securities, LLC, Nomura Securities International Inc.
|
| Coupon: | 3%
|
| Price: | Par
|
| Yield: | 3%
|
| Conversion premium: | 30%
|
| Conversion price: | $69.48 per share
|
| Conversion ratio: | 14.3916 shares
|
| Calls: | Non-callable
|
| Takeover protection: | Yes
|
| Dividend protection: | Yes
|
| Net share settlement: | Yes
|
| Call spread: | Yes, strike on the warrants is $96.21, boosting premium to 80% from the issuer’s perspective
|
| Pricing date: | Dec. 4
|
| Settlement date: | Dec. 10
|
| Price talk: | 3% to 3.5%, up 25% to 30%
|
| Distribution: | Registered, off the shelf
|
| Stock symbol: | Nasdaq: ANIP
|
| Stock price: | $53.45 at close Dec. 4
|
| Market capitalization: | $620.2 million
|
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