Retrophin greenshoe lifts 2.5% convertibles due 2025 to $276 million

By Marisa Wong

Morgantown, W.Va., Sept. 11 – The underwriters of Retrophin, Inc.’s recently priced 2.5% convertible senior notes due 2025 exercised their $36 million over-allotment option in full, bringing the total size of the issue to $276 million, according to an 8-K filing with the Securities and Exchange Commission.

Retrophin priced an upsized $240 million of the seven-year convertible notes after the market close on Sept. 5 with a 2.5% coupon and a 35% initial conversion premium.

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%, as previously reported.

The greenshoe was also upsized from $30 million.

Barclays and Jefferies & Co. were joint bookrunners for the registered offering, which closed on Monday.

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 Retrophin’s 4.5% convertible notes due 2019. The company 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 prior 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.

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