By Toni Weeks
San Luis Obispo, Calif., Sept. 3 – Clovis Oncology Inc. said it priced an upsized $250 million offering of 2.5% convertible senior notes due 2021 after the market close on Wednesday.
The Rule 144A offering, which is being conducted by J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, has a $37.5 million 30-day over-allotment option. The deal was originally announced as $200 million of notes with a $30 million greenshoe.
The notes are convertible at any time at an initial conversion rate of 16.1616 shares per $1,000 principal amount of notes, equivalent to an initial conversion price of about $61.88 per common share. The conversion price represents a 37.5% premium to the closing share price of $45.00 on Sept. 3.
The notes are non-callable for four years, and then provisionally callable if shares exceed 150% of the conversion price. The call will have a make-whole.
Settlement is expected Sept. 9.
Proceeds will be used for general corporate purposes including funding Clovis development programs, payments of milestones under its license agreements, general and administrative expenses, acquisition or licensing of additional product candidates or businesses and working capital.
Boulder, Colo.-based Clovis Oncology is a biopharmaceutical company focused on acquiring, developing and commercializing anticancer agents.
| Issuer: | Clovis Oncology Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $250 million, upsized from $200 million
|
| Greenshoe: | $37.5 million, increased from $30 million
|
| Maturity: | Sept. 15, 2021
|
| Underwriters: | J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC
|
| Coupon: | 2.5%
|
| Price: | Par
|
| Yield: | 2.5%
|
| Conversion premium: | 37.5%
|
| Conversion price: | $61.88 per share
|
| Conversion ratio: | 16.1616 shares per $1,000 of notes
|
| Call: | Non-callable for four years; beginning Sept. 15, 2018, provisionally callable if shares exceed 150% of conversion price
|
| Pricing date: | Sept. 3
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| Settlement date: | Sept. 9
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| Price talk: | 2.5% to 3% yield with an initial conversion premium of 32.5% to 37.5%
|
| Stock symbol: | Nasdaq: CLVS
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| Stock reference price: | $45.00 at close on Sept. 3
|
| Distribution: | Regulation 144A
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