Chicago, Sept. 12 – Apellis Pharmaceuticals Inc. priced $220 million of 3.5% seven-year convertible senior notes with an initial conversion premium of 25%, according to a press release.
The notes priced at the cheap end of price talk for a coupon of 3% to 3.5% and an initial conversion premium of 25% to 30%.
The Rule 144A deal carries a $33 million greenshoe.
The notes may be redeemed at par plus interest on or after Sept. 20, 2023, if the last reported sale price of the common stock has been at least 130% of the conversion price the day before the notice of redemption is sent.
Conversions will be settled in cash, ordinary shares or a combination thereof.
J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are active bookrunners.
The notes have standard takeover and dividend protection.
The proceeds are earmarked to pay the cost of the capped call, to fund clinical development, research and development activities, for working capital and for other general corporate purposes.
The biopharmaceutical company is based in Crestwood, Ky.
| Issuer: | Apellis Pharmaceuticals Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $220 million
|
| Greenshoe: | $33 million
|
| Maturity: | Sept. 15, 2026
|
| Bookrunners: | J.P. Morgan Securities LLC and Citigroup Global Markets Inc.
|
| Coupon: | 3.5%
|
| Conversion premium: | 25%
|
| Conversion price: | $39.46
|
| Conversion rate: | 25.3405
|
| Call options: | Non-callable until Sept. 20, 2023, then provisionally callable if stock trades above 130% of the conversion price
|
| Net share settlement: | Yes
|
| Pricing date: | Sept. 12
|
| Settlement date: | Sept. 16
|
| Distribution: | Rule 144A
|
| Talk: | 3% to 3.5%, up 25% to 30%
|
| Stock symbol: | Nasdaq: APLS
|
| Stock price: | $31.57, as of Sept. 11 close
|
| Market capitalization: | $1.55 billion
|
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