New York, Sept. 5 – Retrophin, Inc. priced $240 million of seven-year convertible notes after the market close on Wednesday with a 2.5% coupon and a 35% initial conversion premium, according to a news release.
The deal was increased from $200 million and came at the middle of price talk for a coupon of 2.25% to 2.75% and an initial conversion premium of 32.5% to 37.5%.
Barclays and Jefferies & Co. are joint bookrunners for the registered offering, which carries a greenshoe of $36 million, increased from $30 million.
The notes are non-callable until Sept. 15, 2022 and then may be redeemed subject to a 130% hurdle.
They are contingently convertible until May 15, 2025. Conversions will be settled in cash, shares or a combination of both.
Proceeds will be used to repurchase a portion of the company’s 4.5% convertible notes due 2019. Retrophin may also exchange, repurchase or induce conversion of an additional amount of the 4.5% notes at the completion of the offering, according to a 424B5 filing with the Securities and Exchange Commission.
The remaining proceeds will be used for general corporate purposes, which may include research and development, commercialization and potential acquisitions, including the potential exercise of the company’s option to acquire Censa Pharmaceuticals Inc.
Retrophin is a San Diego-based biopharmaceutical company specializing in rare diseases.
| Issuer: | Retrophin, Inc.
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| Issue: | Convertible senior notes
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| Amount: | $240 million
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| Greenshoe: | $36 million
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| Maturity: | Sept. 15, 2025
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| Coupon: | 2.5%
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| Initial conversion premium: | 35%
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| Conversion price: | $38.80
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| Conversion rate: | 25.7739
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| Contingent conversion: | Yes
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| Net share settlement: | Cash, stock or a combination, at issuer’s option
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| Call: | From Sept. 15, 2022 at par subject to 130% hurdle
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| Bookrunners: | Barclays and Jefferies & Co.
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| Co-managers: | Leerink Partners and Nomura
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| Pricing date: | Sept. 5
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| Settlement date: | Sept. 10
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| Stock symbol: | Nasdaq: RTRX
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| Stock price: | $28.74 at close on Sept. 5
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| Market capitalization: | $1.15 billion
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