InterMune agrees to issue shares for 0.25% convertible senior notes

By Jennifer Chiou

New York, Sept. 24 - InterMune, Inc. reached an agreement with funds affiliated with Visium Asset Management to issue 249,942 of its shares in exchange for the $3,787,000 of 0.25% convertible senior notes due 2011 held by Visium, according to an 8-K filing with the Securities and Exchange Commission.

In a separately negotiated transaction on Wednesday, InterMune said it agreed with AQR Absolute Return Master Account, LP to exchange $3 million of the convertibles for shares equal to the sum of the daily share amounts for each of the 10 Nasdaq trading days until Oct. 7. The daily share amount is a number of company shares equal to 300 multiplied by the sum of (a) 46.2283 and (b) the quotient of $342.50 divided by the volume-weighted average price per share of the stock. There is a VWAP floor of $16.49 per share and a VWAP ceiling of $18.25 per share.

The company's shares closed at $15.92 (Nasdaq: ITMN) apiece on Wednesday.

Also on Wednesday, the company reached an agreement with CNH CA Master Account, LP to issue shares for $1 million of the convertibles. InterMune said it will issue common stock equal to the sum of the daily share amounts until Oct. 7. The daily share amount for this transaction is the same as described above for the AQR agreement.

Assuming a VWAP of $16.49 per share for each day of the 10-day trading period, the total number of AQR exchange shares would be 201,000 and the total number of CNH exchange shares would be 67,000.

On April 3, the company said it reached an agreement with Credit Suisse Securities (USA) LLC to issue 772,000 of its shares plus an aggregate number of shares equal to $10,967,840 divided equally over each of the 10 trading days through April 15 in exchange for the $22.75 million of 0.25% convertibles held by Credit Suisse.

In a separately negotiated transaction, the company previously agreed to issue 636,500 of its shares in exchange for RHP Master Fund, Ltd.'s $9.5 million of convertibles.

InterMune said it intended to retire the $32.25 million of notes.

Brisbane, Calif.-based InterMune is a biotechnology company focused on treatments for pulmonary, infectious and hepatic diseases.

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