EMERGENT BIOSOLUTIONS INC. (NYSE:EBS) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
Sales of Unregistered Securities.
EMERGENT BIOSOLUTIONS INC. (NYSE:EBS) Files An 8-K Unregistered Sales of Equity Securities
The information set forth in Item 8.01 is incorporated herein by reference. The issuances of common stock upon the conversions described in Item 8.01 below are exempt from registration under the Securities Act of 1933, as amended, to Section 3(a)(9) thereof, as securities exchanged with our existing noteholders and because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock.
The shares of common stock of the Company issuable upon conversion of the Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
On November 14, 2017, Emergent BioSolutions Inc. ("Emergent") issued a press release announcing that it has issued a Notice of Termination of Conversion Rights for all of its outstanding 2.875% Convertible Senior Notes due 2021 ("Notes") and has elected to exercise its right to terminate all conversion rights of the Notes on December 29, 2017 (the "Conversion Rights Termination Date"). The indenture dated January 29, 2014 between Emergent and Wells Fargo Bank, National Association, as trustee, governing the Notes permits Emergent to terminate the holders' rights to convert all the Notes at any time on or after January 20, 2017 if the last reported sale price of the common stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading-day period, which equals $40.14.
At any time prior to 5:00 p.m. eastern time on December 28, 2017, subject to compliance with the applicable procedures of the Depository Trust Company, holders of the Notes may elect to convert their Notes into shares of common stock at a conversion rate of 32.3860 shares of Common Stock per $1,000 principal amount of Notes, (equivalent to conversion price of approximately $30.88 per share of Common Stock), plus a make-whole payment of an additional 3.1556 shares per $1,000 principal amount of Notes, in accordance with the terms of the indenture.
No accrued and unpaid interest is payable upon conversion of the Notes. A cash payment will be made in lieu of issuing any fractional shares of Emergent common stock in connection with the conversion into Emergent common stock of any Notes. Any Notes that remain outstanding immediately after the Termination Date will be subject to settlement solely by a cash payment of outstanding principal and any then accrued and unpaid interest in accordance with the terms of the indenture.
As of November 13, 2017, approximately $250 million aggregate principal amount of the Notes were outstanding. The aggregate number of shares that Emergent will issue, if all the currently outstanding Notes are converted into common stock, is approximately 8.9 million shares of common stock.
This description is only a summary of certain provisions of the Notes and the indenture. A complete explanation of the conversion rights of holders of the Notes, as well as the procedures required to convert the Notes, is set forth in the indenture. All holders are urged to review the conversion procedures contained in the Notes and the indenture in their entirety.
A copy of the press release is attached hereto as Exhibit 99.
| Item 9.01 |
Financial Statements and Exhibits. |
