Pacira BioSciences, Inc. (Nasdaq: PCRX) today announced the pricing
of $250.0 million aggregate principal amount of convertible senior
notes due 2029 (the “notes”) in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). Pacira also granted 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 $37.5 million
aggregate principal amount of notes. The sale of the notes to the
initial purchasers is expected to settle on May 14, 2024, subject
to customary closing conditions.
Pacira estimates that the net proceeds from the offering will be
approximately $242.0 million (or approximately $278.4 million if
the initial purchasers fully exercise their option to purchase
additional notes), after deducting the initial purchasers’
discounts and commissions and estimated offering expenses. Pacira
expects to use (i) approximately $191.4 million of the net proceeds
to repurchase $200.0 million aggregate principal amount of its
outstanding 0.750% Convertible Senior Notes due 2025 (the “2025
Notes”) concurrently with the note offering in privately negotiated
transactions effected through one of the initial purchasers of the
notes or its affiliate, as Pacira’s agent, (ii) approximately $23.2
million (or approximately $26.7 million if the initial purchasers
exercise their option to purchase additional notes), of the net
proceeds to fund the cost of entering into the capped call
transactions described below and (iii) approximately $25.0 million
of the net proceeds to repurchase 837,240 shares of Pacira’s common
stock concurrently with the pricing of the note offering in
privately negotiated transactions. Pacira intends to use the
remainder of the net proceeds from the offering for general
corporate purposes, including working capital, and research and
development expenditures. Holders of the 2025 Notes that are
repurchased in the concurrent repurchases described above may
purchase shares of Pacira’s common stock in the open market to
unwind any hedge positions they may have with respect to the 2025
Notes. These activities may affect the trading price of Pacira
common stock and the initial conversion price of the notes.
The notes will be general unsecured senior obligations of Pacira
and will mature on May 15, 2029, unless earlier repurchased,
redeemed or converted in accordance with their terms. The notes
will bear interest at a fixed rate of 2.125% per year, payable
semi- annually in arrears on May 15 and November 15 of each year,
beginning on November 15, 2024.
Prior to the close of business on the business day immediately
preceding November 15, 2028, the notes are convertible at the
option of the holders only under certain conditions. On or after
November 15, 2028, until the close of business on the second
scheduled trading day immediately preceding the maturity date,
holders may convert their notes at their option, irrespective of
these conditions. Pacira will settle conversions of the notes by
paying or delivering, as applicable, cash or a combination of cash
and shares of its common stock, at its election, based on the
applicable conversion rate.
The conversion rate will initially be 25.2752 shares of common
stock per $1,000 principal amount of notes, subject to adjustment
in certain circumstances. This represents an initial conversion
price of approximately $39.56 per share, representing a conversion
premium of approximately 32.5% over the closing price of $29.86 per
share of Pacira common stock on May 9, 2024.
On or after May 17, 2027, Pacira may redeem for cash all or part
of the notes under certain circumstances at a redemption price
equal to the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, if any. In addition, calling any note
for redemption will constitute a make-whole fundamental change (as
defined in the indenture governing the notes) with respect to that
note, in which case the conversion rate applicable to the
conversion of that note, if it is converted in connection with the
redemption, will be increased in certain circumstances.
In connection with the pricing of the notes, Pacira entered into
privately negotiated capped call transactions with one or more of
the initial purchasers and/or their respective affiliates and/or
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 Pacira’s common stock
underlying the notes.
The capped call transactions are expected generally to reduce
the potential dilution to Pacira’s common stock upon any conversion
of the notes and/or offset any potential cash payments Pacira is
required to make in excess of the principal amount of converted
notes, as the case may be, upon any conversion of the notes, with
such reduction and/or offset subject to a cap. The cap price of the
capped call transactions will initially be approximately $53.75 per
share, representing a premium of approximately 80% over the closing
price of $29.86 per share of Pacira common stock on May 9, 2024,
and is subject to certain adjustments under the terms 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 Pacira’s common stock and/or purchase
shares of Pacira’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 Pacira’s common
stock or the notes at that time.
In addition, the option counterparties and/or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Pacira’s common stock
and/or purchasing or selling Pacira’s common stock or Pacira’s
other securities in secondary market transactions from time to time
prior to the maturity of the notes (and (x) are likely to do so
during any observation period related to a conversion of notes or
following redemption of the notes by Pacira or following any
repurchase of the notes by Pacira in connection with any
fundamental change and (y) are likely to do so following any
repurchase of the notes by Pacira other than in connection with any
such redemption or fundamental change if Pacira elects to unwind a
corresponding portion of the capped call transactions in connection
with such repurchase). This activity could also cause or avoid an
increase or a decrease in the market price of Pacira’s common stock
or the notes, which could affect the ability 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 of Pacira’s common stock and value of the consideration
that noteholders will receive upon conversion of such notes.
The offering of the notes is being made to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act. The offer and sale of the notes and the shares of Pacira
common stock, if any, issuable upon conversion of the notes have
not been and will not be registered under the Securities Act or any
state securities laws, and, unless so registered, the notes and
such shares may not be offered or sold in the United States or to
U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it
constitute an offer, or the solicitation of any sale, of any
securities in any jurisdiction in which such offer, solicitation or
sale is unlawful.
About Pacira
Pacira BioSciences, Inc. (Nasdaq: PCRX) is committed to
providing non-opioid pain management options to as many patients as
possible to redefine the role of opioids as rescue therapy only.
Pacira has three commercial-stage non-opioid treatments: EXPAREL®
(bupivacaine liposome injectable suspension), a long-acting local
analgesic currently approved for infiltration, fascial plane block,
and as an interscalene brachial plexus nerve block for postsurgical
pain management; ZILRETTA® (triamcinolone acetonide
extended-release injectable suspension), an extended-release,
intra-articular injection indicated for the management of
osteoarthritis knee pain; and ioveraº®, a novel, handheld device
for delivering immediate, long-acting, drug-free pain control using
precise, controlled doses of cold temperature to a targeted
nerve.
Forward-Looking Statements
Certain of the statements made in this press release, such as
those, among others, relating to our expectations regarding the
completion of the offering of the notes, the repurchases of our
2025 Notes, the repurchases of shares of our common stock, and
other statements containing the words “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “may,” “plans,” and similar
expressions, constitute forward-looking statements. Actual results
or developments may differ materially from those projected or
implied in these forward-looking statements. Factors that may cause
such a difference include, without limitation, risks and
uncertainties related to whether or not we will be able to raise
capital through the offering of the notes, market and other
conditions and the satisfaction of customary closing conditions
related to the offering. There can be no assurance that we will be
able to complete the offering of the notes and/or the related
transactions on the anticipated terms, or at all. Additional risks
and uncertainties relating to Pacira and our business are discussed
in the “Risk Factors” section of our most recent Annual Report on
Form 10-K for the fiscal year ended December 31, 2023 and in other
filings that we periodically make with the SEC. In addition, the
forward-looking statements included in this press release represent
our views as of the date of this press release. Important factors
could cause our actual results to differ materially from those
indicated or implied by forward-looking statements, and, as such,
we anticipate that subsequent events and developments will cause
our views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so, except as may be
required by law. These forward-looking statements should not be
relied upon as representing our views as of any date subsequent to
the date of this press release.
Investor Contact:
Susan Mesco, (973) 451-4030
susan.mesco@pacira.com
Media Contact:
Sara Marino, (973) 370-5430
sara.marino@pacira.com
Pacira BioSciences (NASDAQ:PCRX)
過去 株価チャート
から 5 2024 まで 6 2024
Pacira BioSciences (NASDAQ:PCRX)
過去 株価チャート
から 6 2023 まで 6 2024