Avadel Pharmaceuticals plc (Nasdaq:AVDL) (“Avadel” or “the
Company”) today announced that its wholly-owned subsidiary, Avadel
Finance Cayman Limited (the “Issuer”), priced its previously
announced offering of $125,000,000 aggregate principal amount of
4.50% exchangeable senior notes due 2023 (the “Notes”) in a private
placement (the “Offering”) to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). In connection with the Offering, the Issuer
granted the initial purchasers of the Notes a 30-day option to
purchase up to an additional $18,750,000 aggregate principal amount
of the Notes. The sale of the Notes is expected to close on
February 16, 2018, subject to customary closing conditions.
Avadel estimates that the net proceeds from this
Offering will be approximately $119.6 million, or $137.7 million,
if the initial purchasers exercise their option to purchase
additional Notes in full, after deducting the initial purchasers’
discount and estimated offering expenses. Avadel currently expects
to use the net proceeds of the Offering for working capital and
general corporate purposes. Avadel also expects to use cash
on-hand to purchase approximately $18 million of American
Depositary Shares (“ADSs”), each of which represents one ordinary
share of Avadel, through the purchase of ADSs concurrently with the
pricing of the Offering in privately negotiated transactions
effected with or through a representative of the initial purchasers
or an affiliate of such representative. The Issuer agreed to
purchase such ADSs at a purchase price per ADS equal to the $8.99
per ADS closing price on The Nasdaq Global Market on February 13,
2018.
The Notes will be general, unsecured obligations
of the Issuer, and will be fully and unconditionally guaranteed by
Avadel on a senior unsecured basis. Interest on the Notes
will be payable semi-annually in cash in arrears on February 1 and
August 1 of each year, beginning on August 1, 2018. The Notes will
mature on February 1, 2023, unless earlier exchanged, repurchased
or redeemed in accordance with their terms. The Notes will be
issued in minimum denominations of $200,000 and integral multiples
of $1,000 in excess thereof.
Subject to certain conditions and during certain
periods, the Notes will be exchangeable at the option of the
holders at an initial exchange rate of 92.6956 ADSs per $1,000
principal amount of Notes, which is equivalent to an initial
exchange price of approximately $10.79 per ADS. Such initial
exchange price represents a premium of approximately 20% to the
$8.99 per ADS closing price on The Nasdaq Global Market on February
13, 2018. Upon the exchange of any Notes, the Issuer will pay
or cause to be delivered, as the case may be, cash, ADSs or a
combination of cash and ADSs, at the Issuer’s election.
If the Issuer or Avadel undergoes a “fundamental
change” (as defined in the indenture relating to the Notes),
holders may require the Issuer to repurchase for cash all or any
portion of their Notes at a fundamental change repurchase price
equal to 100% of the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest to, but excluding,
the repurchase date. The Issuer may redeem the Notes at its
option, in whole but not in part, in connection with certain
tax-related events, at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed plus accrued and
unpaid interest to, but excluding, the redemption date. In
addition, following certain corporate events that may occur prior
to the maturity date or following the Issuer’s delivery of a notice
of redemption, the Issuer will increase the conversion rate for a
holder who elects to exchange its Notes in connection with such an
event or redemption, as the case may be, in certain
circumstances.
The Notes, Avadel’s guarantee thereof and the
ADSs, if any, deliverable upon exchange thereof have not been and
are not expected to be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.
Leerink Partners LLC is acting as the lead
book-running manager for the offering. SunTrust Robinson Humphrey,
Inc. is acting as passive bookrunner. T.R. Winston & Company,
LLC is acting as co-manager.
This press release is issued pursuant to Rule
135c under the Securities Act and shall not constitute an offer to
sell or the solicitation of an offer to buy the Notes, Avadel’s
guarantee thereof or any ADSs deliverable upon exchange thereof,
nor shall there be any sale of the Notes, Avadel’s guarantee
thereof or any ADSs deliverable upon exchange thereof in any state
or other jurisdiction in which such an offer, solicitation or sale
would be unlawful. Any offers will be made only pursuant to Rule
144A under the Securities Act, including by means of a confidential
offering memorandum.
About Avadel Pharmaceuticals
plc:
Avadel Pharmaceuticals plc (Nasdaq:AVDL) is a
branded specialty pharmaceutical company committed to providing
solutions for overlooked and unmet medical needs through
patient-focused, innovative products. The Company is headquartered
in Dublin, Ireland with operations in St. Louis, Missouri and Lyon,
France.
Safe Harbor
This press release may include forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934,
including, but not limited to statements related to the proposed
Offering, including the expected principal amount and terms of the
Notes, and the expected use of the net proceeds from the proposed
Offering. The words “will,” “may,” “believe,” “expect,”
“anticipate,” “estimate,” “project” and similar expressions, and
the negatives thereof, identify forward-looking statements, each of
which speaks only as of the date the statement is made. Although we
believe that our forward-looking statements are based on reasonable
assumptions within the bounds of our knowledge of our business and
operations, our business is subject to significant risks and as a
result there can be no assurance that actual results of our
research, development and commercialization activities and our
results of operations will not differ materially from the results
contemplated in such forward-looking statements. These risks
include: (i) risks and uncertainties relating to the proposed
Offering, including: risks and uncertainties relating to market
conditions; whether the Issuer will be able to consummate the
proposed Offering at the anticipated size or on the anticipated
terms, or at all; the satisfaction of closing conditions related to
the proposed Offering; and risks related to the application of the
net proceeds, if any, from the proposed Offering; (ii) risks
relating to our license agreement with Serenity Pharmaceuticals,
LLC including: that consumer purchases of Noctiva are subject to
risks related to reimbursement from government agencies and other
third parties; that our internal analyses may overstate the market
opportunity in the United States for the drug desmopressin acetate
(the “Drug”) or we may not effectively exploit such market
opportunity; that significant safety or drug interaction problems
could arise with respect to the Drug; that we may not successfully
increase awareness of nocturia and the potential benefits of the
Drug; failures by the third-party supplier to deliver sufficient
quantities of the Drug would have a material adverse effect on our
business; that we may be unable to adequately protect or enforce
the intellectual property rights relating to the Drug; that the
costs to commercialize the Drug could exceed our estimates or such
costs may not provide the intended results; and that the need for
management to focus attention on the development and
commercialization of the Drug could cause our ongoing business
operations to suffer; and (iii) the other risks, uncertainties and
contingencies described in the Company's filings with the U.S.
Securities and Exchange Commission, including our annual report on
Form 10-K for the year ended December 31, 2016, in particular under
the captions “Forward-Looking Statements” and “Risk Factors,”
including without limitation: our dependence on a small number of
products and customers for the majority of our revenues; the
possibility that our Bloxiverz®,Vazculep® and Akovaz® products,
which are not patent protected, could face substantial competition
resulting in a loss of market share or forcing us to reduce the
prices we charge for those products; the possibility that we could
fail to successfully complete the research and development for
pipeline products we are evaluating for potential application to
the FDA pursuant to our “unapproved-to-approved” strategy, or that
competitors could complete the development of such products and
apply for FDA approval of such products before us; the possibility
that our products may not reach the commercial market or gain
market acceptance; our need to invest substantial sums in research
and development in order to remain competitive; our dependence on
certain single providers for development of several of our drug
delivery platforms and products; our dependence on a limited number
of suppliers to manufacture our products and to deliver certain raw
materials used in our products; the possibility that our
competitors may develop and market technologies or products that
are more effective or safer than ours, or obtain regulatory
approval and market such technologies or products before we do; the
challenges in protecting the intellectual property underlying our
drug delivery technologies and other products; and our dependence
on key personnel to execute our business plan.
Except as may be required by law, we disclaim
any obligation to publicly update any forward-looking statements to
reflect events after the date of this press release.
Contacts: |
Michael F. Kanan |
|
Chief Financial Officer |
|
Phone: (636) 449-1844 |
|
Email: mkanan@avadel.com |
|
|
|
Lauren Stival |
|
Sr. Director, Investor Relations & Corporate
Communications |
|
Phone: (636) 449-5866 |
|
Email: lstival@avadel.com |
Avadel Pharmaceuticals (NASDAQ:AVDL)
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Avadel Pharmaceuticals (NASDAQ:AVDL)
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