ANI Pharmaceuticals, Inc. (ANI or the Company) (Nasdaq: ANIP) today
announced its intention to offer, subject to market and other
conditions, $250,000,000 aggregate principal amount of convertible
senior notes due 2029 (the “notes”) in a private offering to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). ANI also expects to grant the initial
purchasers of the notes an option to purchase, for settlement
within a period of 13 days from, and including, the date the notes
are first issued, up to an additional $37,500,000 principal amount
of notes.
The notes will be senior, unsecured obligations of ANI, will
accrue interest payable semi-annually in arrears and will mature on
September 1, 2029, unless earlier repurchased, redeemed or
converted. Noteholders will have the right to convert their notes
in certain circumstances and during specified periods. ANI will
settle conversions in cash and, if applicable, shares of its common
stock.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at ANI’s option at any time, and
from time to time, on or after September 1, 2027 and on or before
the 61st scheduled trading day immediately before the maturity
date, but only if the last reported sale price per share of ANI’s
common stock exceeds 130% of the conversion price for a specified
period of time and certain other conditions are satisfied. The
redemption price will be equal to the principal amount of the notes
to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
If certain corporate events that constitute a “fundamental
change” occur, then, subject to a limited exception, noteholders
may require ANI to repurchase their notes for cash. The repurchase
price will be equal to the principal amount of the notes to be
repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the applicable repurchase date.
The interest rate, initial conversion rate and other terms of
the notes will be determined at the pricing of the offering.
ANI intends to use a portion of the net proceeds from the
offering to fund the cost of entering into the capped call
transactions described below. ANI intends to use the remainder of
the net proceeds from the offering, together with cash on hand, to
repay in full ANI’s existing senior secured term loan facility. If
the initial purchasers exercise their option to purchase additional
notes, then ANI intends to use a portion of the additional net
proceeds to fund the cost of entering into additional capped call
transactions as described below, and ANI intends to use any
remaining net proceeds for general corporate purposes.
Substantially concurrently with repayment of the existing senior
secured term loan facility, the commitments under the existing
senior secured credit agreement (which includes the senior secured
term loan facility and a revolving facility) will be terminated and
the Company intends to enter into a new senior secured credit
agreement consisting of a $325,000,000 delayed draw term loan
facility and a $75,000,000 revolving facility. The entry into the
new senior secured credit agreement is not a condition precedent to
the offering, and although we expect the new senior secured credit
agreement to become effective concurrently with the closing of the
contemplated offering, no assurance can be given that all the
closing conditions will be satisfied.
In connection with the pricing of the notes, ANI expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers or their affiliates and/or one or
more other financial institutions (the “option counterparties”).
The capped call transactions are expected to cover, subject to
anti-dilution adjustments substantially similar to those applicable
to the notes, the number of shares of ANI’s common stock that will
initially underlie the notes.
The capped call transactions are expected generally to reduce
the potential dilution to ANI’s common stock upon any conversion of
the notes and/or offset any potential cash payments ANI is required
to make in excess of the principal amount of converted notes, as
the case may be, upon conversion of the notes. If, however, the
market price per share of ANI’s common stock, as measured under the
terms of the capped call transactions, exceeds the cap price of the
capped call transactions, there would nevertheless be dilution
and/or there would not be an offset of such potential cash
payments, in each case, to the extent that such market price
exceeds the cap price of the capped call transactions.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties or their
respective affiliates expect to enter into various derivative
transactions with respect to ANI’s common stock and/or purchase
shares of ANI’s common stock concurrently with or shortly after the
pricing of the notes. This activity could increase (or reduce the
size of any decrease in) the market price of ANI’s common stock or
the notes at that time.
In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to ANI’s common stock
and/or purchasing or selling ANI’s common stock or other securities
of ANI in secondary market transactions following the pricing of
the notes and prior to the maturity of the notes (and are likely to
do so during any observation period related to a conversion of
notes). This activity could also cause or avoid an increase or
decrease in the market price of ANI’s common stock or the notes,
which could affect the ability of noteholders to convert the notes,
and, to the extent the activity occurs during any observation
period related to a conversion of notes, it could affect the number
of shares and value of the consideration that noteholders will
receive upon conversion of the notes.
The offer and sale of the notes and any shares of common stock
issuable upon conversion of the notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
any such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful.
About ANI Pharmaceuticals, Inc.
ANI Pharmaceuticals, Inc. (Nasdaq: ANIP) is a diversified
biopharmaceutical company serving patients in need by developing,
manufacturing, and marketing high-quality branded and generic
prescription pharmaceutical products, including for diseases with
high unmet medical need. ANI is focused on delivering sustainable
growth by scaling up its Rare Disease business through its lead
asset Purified Cortrophin® Gel, strengthening its Generics business
with enhanced research and development capabilities, delivering
innovation in Established Brands, and leveraging its U.S. based
manufacturing footprint.
Forward-Looking Statements
This press release contains forward-looking statements. All
statements other than statements of historical facts contained
herein, including, without limitation, statements regarding the
anticipated terms of the notes being offered, the completion,
timing and size of the proposed offering and the intended use of
the net proceeds and the anticipated terms of, and the effects of
entering into, the capped call transactions described above, are
forward-looking statements reflecting the current beliefs and
expectations of management made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties, and other important factors that may cause ANI’s
actual results, performance, or achievements to be materially
different from any future results, performance, or achievements
expressed or implied by the forward-looking statements. Such risks
and uncertainties include, among others, the risks and
uncertainties related to market conditions and satisfaction of
customary closing conditions related to the offering and risks
relating to ANI’s business, including those described in periodic
reports that ANI files from time to time with the SEC. ANI may not
consummate the proposed offering described in this press release
and, if the proposed offering is consummated, cannot provide any
assurances regarding the final terms of the offering or the notes
or its ability to effectively apply the net proceeds as described
above. Any risks and uncertainties could materially and adversely
affect ANI’s results of operations, which would, in turn, have a
significant and adverse impact on ANI’s stock price. Any
forward-looking statements contained in this press release speak
only as of the date hereof, and ANI specifically disclaims any
obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise.
Investor Relations:Lisa M. Wilson, In-Site
Communications, Inc.T: 212-452-2793E: lwilson@insitecony.com
SOURCE: ANI Pharmaceuticals, Inc.
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