Clovis Oncology to Offer $225 Million of Convertible Senior Notes
August 07 2019 - 4:10PM
Business Wire
Clovis Oncology, Inc. (NASDAQ: CLVS)
announced today that, subject to market and other conditions, it
intends to offer $225 million aggregate principal amount of its
convertible senior notes due 2024 (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”). Clovis Oncology also expects to grant the initial purchasers
a 13-day option to purchase up to $33.75 million aggregate
principal amount of additional notes on the same terms and
conditions.
The interest rate, conversion rate and other terms will be
determined at the time of pricing of the offering of the notes. The
holders of the notes may convert their notes at their option at any
time prior to the close of business on the business day immediately
preceding the maturity date. Clovis Oncology will not have the
right to redeem the notes prior to their maturity. Holders of the
notes may require Clovis Oncology to repurchase for cash all or
part of their notes upon certain fundamental changes at a
repurchase price equal to 100% of the principal amount of the notes
to be repurchased, plus accrued and unpaid interest to, but
excluding, the fundamental change repurchase date. In addition,
following certain corporate events that occur prior to the maturity
date, Clovis Oncology will, in certain circumstances, increase the
conversion rate for a holder who elects to convert its notes in
connection with such corporate event.
Concurrently with the offering, in separate transactions, Clovis
Oncology intends to use a portion of the net proceeds from the
offering to repurchase in privately negotiated transactions with a
limited number of holders, a portion of Clovis Oncology’s
outstanding 2.50% Convertible Senior Notes due 2021 (the “2021
Notes”), depending on negotiations and pricing determinations in
connection with such proposed repurchase transactions. Any
repurchase of the 2021 Notes could affect the market price of
Clovis Oncology’s common stock. Clovis Oncology intends to use the
remaining net proceeds from this offering for general corporate
purposes, including sales and marketing expenses associated with
Rubraca® (rucaparib), funding of our development programs, payment
of milestones pursuant to our license agreements, general and
administrative expenses, acquisition or licensing of additional
product candidates or businesses, repurchase or repayment of other
debt obligations and working capital.
The offer and sale of the notes and the shares of common stock
issuable upon conversion of the notes have not been registered
under the Securities Act or any state securities laws and, unless
so registered, the notes and any such shares may not be offered or
sold in the United States except pursuant to an applicable
exemption from 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
the notes or any other securities, nor will there be any sale of
notes or any other securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Clovis Oncology
Clovis Oncology, Inc. is a biopharmaceutical company focused on
acquiring, developing and commercializing innovative anti-cancer
agents in the U.S., Europe and additional international markets.
Clovis Oncology targets development programs at specific subsets of
cancer populations, and simultaneously develops, with partners, for
those indications that require them, diagnostic tools intended to
direct a compound in development to the population that is most
likely to benefit from its use. Clovis Oncology is headquartered in
Boulder, Colorado with additional office locations in the U.S. and
Europe.
To the extent that statements contained in this press release
are not descriptions of historical facts regarding Clovis Oncology,
they are forward-looking statements reflecting the current beliefs
and expectations of management. Such forward-looking statements
involve substantial risks and uncertainties that could cause Clovis
Oncology’s actual results, performance or achievements to differ
significantly from those expressed or implied by the
forward-looking statements. Such risks and uncertainties include,
among others, the timing and size of the offering, the terms of the
repurchases and the amount of the 2021 Notes repurchased, the
conditions affecting the capital markets, general economic,
industry, or political conditions, and the satisfaction of
customary closing conditions related to the proposed offering.
Clovis Oncology undertakes no obligation to update or revise any
forward-looking statements. For a further description of the risks
and uncertainties that could cause actual results to differ from
those expressed in these forward-looking statements, as well as
risks relating to the business of the company in general, see
Clovis Oncology’s Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and its other reports filed with the Securities and
Exchange Commission.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190807005798/en/
Anna Sussman 303.625.5022 asussman@clovisoncology.com
Breanna Burkart 303.625.5023 bburkart@clovisoncology.com
Clovis Oncology (NASDAQ:CLVS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Clovis Oncology (NASDAQ:CLVS)
Historical Stock Chart
From Apr 2023 to Apr 2024