Alder BioPharmaceuticals, Inc. (NASDAQ:ALDR) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
As previously announced, on February1, 2018, Alder BioPharmaceuticals, Inc. (“Alder”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among Alder and Goldman Sachs& Co. LLC, Leerink Partners LLC and Wells Fargo Securities, LLC as representatives of the underwriters listed in Schedule 1 thereto (the “Underwriters”), relating to the issuance and sale of $250.0million aggregate principal amount of 2.50% convertible senior notes due 2025 (such notes, the “Notes”). to the Underwriting Agreement, Alder granted the Underwriters a30-dayoption to purchase up to an additional $37.5million aggregate principal amount of Notes, solely to cover over-allotments (the “Over-Allotment Option”). On February13, 2018, Alder announced that the Underwriters exercised the Over-Allotment Option in full.
On February13, 2018, Alder completed the offering and sale of an additional $37.5million aggregate principal amount of Notes (the “Additional Notes”) to the Underwriters’exercisein full of the Over-Allotment Option. Alder issued the Additional Notes under an indenture, dated as of February1, 2018 (the “Base Indenture”), between Alder and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of February1, 2018 (the “Supplemental Indenture”), between Alder and the Trustee. The material terms of the Additional Notes are identical to the material terms of the $250.0million aggregate principal amount of Notes issued and sold by Alder on February1, 2018, as described in Item 2.03 of the Current Report on Form 8-K filed by Alder on that date, which is incorporated herein by reference.
The foregoing is not a complete description of the Additional Notes. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture, which were filed as Exhibit 4.1 and Exhibit 4.2, respectively, to Alder’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February1, 2018, each of which is incorporated herein by reference. A form of Additional Note is included in the Supplemental Indenture. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Additional Notes is attached as Exhibit 5.1 hereto.
Item 2.03 Financial Statements and Exhibits.
(d) Exhibits.
ALDER BIOPHARMACEUTICALS INC ExhibitEX-5.1 2 d470132dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 Sonya Erickson +1 206 452 8753 serickson@cooley.com February 13,…To view the full exhibit click here
About Alder BioPharmaceuticals, Inc. (NASDAQ:ALDR)
Alder Biopharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company discovers, develops and focuses to commercialize therapeutic antibodies with the potential to transform current treatment paradigms. The Company’s pipeline includes ALD403, Clazakizumab and ALD1613. ALD403 is the Company’s monoclonal antibody targeted to calcitonin gene-related peptide (CGRP) for migraine prevention. Clazakizumab is a monoclonal antibody that inhibits the pro-inflammatory cytokine interleukin-6 (IL-6), and is in development for both rheumatoid arthritis (RA) and psoriatic arthritis (PsA). ALD1613 is a monoclonal antibody that inhibits Adrenocorticotropic Hormone, and is being developed for the treatment of Cushing’s disease. Its candidate, Eptinezumab, is an investigational product candidate being developed as a migraine prevention treatment for patients with chronic and frequent episodic migraine. It is also is developing ALD1910, a genetically engineered monoclonal antibody.