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Published on 3/13/2017 in the Prospect News Convertibles Daily.

Pacira greenshoe exercised, lifts 2.375% convertibles to $345 million

By Devika Patel

Knoxville, Tenn., March 13 – Underwriters for Pacira Pharmaceuticals Inc.’s offering of five-year 2.375% convertible senior notes exercised their over-allotment option in full for $45 million more of the convertibles, increasing the size of the issue to $345 million, the company said in an 8-K filed Monday with the Securities and Exchange Commission.

As previously reported, the company sold $300 million of the convertibles at par on March 13 in a Rule 144A offering via joint bookrunners J.P. Morgan Securities LLC, Jefferies & Co. and RBC Capital Markets LLC.

The convertibles have an initial conversion premium of 37.5% and an initial conversion price of $66.89, which equals a conversion ratio of 14.9491.

Prior to Oct. 1, 2021, the notes are convertible at the holder’s option only if the stock trades above a 130% hurdle. After that date, the notes are convertible at any time.

Conversions will be settled in common stock, cash, or a combination, at the company’s election.

On or after April 1, 2020, Pacira can redeem the issue for cash, if the stock hits a 130% price hurdle. A redemption of the issue will constitute a make-whole fundamental change and will, in certain circumstances, cause the conversion rate to increase.

A portion of the proceeds will be used to exchange approximately $112 million of the company’s 3.25% convertible senior notes due 2019 for a combination of cash and shares of Pacira common stock. Remaining proceeds will be used for general corporate purposes, including working capital, research and development expenditures and the license or acquisition of complementary products and/or technologies.

Parsippany, N.J.-based Pacira is a specialty pharmaceutical company.


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