Pacira Pharmaceuticals, Inc. PCRX (the “Company”) today announced
that it has priced its private offering of $110 million in aggregate principal
amount of its 3.25 percent Convertible Senior Notes due 2019. The Company has
also granted the initial purchasers a 30-day option to purchase up to an
additional $10 million in aggregate principal amount of the notes on the same
terms and conditions, solely to cover sales in excess thereof, if any. The
notes will be sold only to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended. The sale of the notes is
expected to close on January 23, 2013, subject to customary closing
conditions.
The notes will be senior unsecured obligations of the Company and will mature
on February 1, 2019. The notes will bear interest at a rate of 3.25 percent
per year, payable semi-annually in arrears. Upon conversion, holders will
receive cash up to the principal amount of the notes and, with respect to any
excess conversion value, cash, shares of the Company's common stock, or a
combination of cash and shares of the Company's common stock, at the Company's
option. The conversion rate for the notes will initially be 40.2945 shares of
common stock (subject to customary adjustments) per $1,000 principal amount,
which is equivalent to an initial conversion price of approximately $24.82 per
share of the Company's common stock. The initial conversion price of the notes
represents a premium of approximately 32.50 percent to the closing sale price
of $18.73 per share of the Company's common stock on The NASDAQ Global Select
Market on January 16, 2013.
The Company estimates that the net proceeds from the offering will be
approximately $105.7 million (or $115.3 million if the initial purchasers
exercise their option to purchase additional notes in full), after deducting
the initial purchasers' discounts and commissions and the estimated offering
expenses payable by the Company. Pacira intends to use approximately $30
million of the net proceeds of the offering to repay all amounts outstanding
under, and to terminate, its senior secured credit facility, and the remainder
of the net proceeds from the offering (including from any exercise by the
initial purchasers of their option to purchase additional notes) to fund the
continued commercialization of EXPAREL® and the development of additional
indications for EXPAREL and for general corporate purposes.
This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, any of these securities. Any offers of the notes will be made
only by means of a confidential offering memorandum. The notes and the shares
of the Company's common stock underlying these securities have not been and
will not be registered under the Securities Act of 1933, as amended, or the
securities laws of any other jurisdiction and may not be offered or sold in
the United States without registration or an applicable exemption from
registration requirements.
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