AMAG PHARMACEUTICALS,INC. (NASDAQ:AMAG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Notes and the Indenture
On May10, 2017, AMAG Pharmaceuticals,Inc. (the Company)
completed its previously announced public offering (the
Offering) of $300
million aggregate principal amount of the Companys 3.25%
Convertible Senior Notes due 2022 (the Notes).
Contemporaneously with the Offering, the Company entered into
privately negotiated transactions with certain investors to
repurchase approximately $158.9 million aggregate principal
amount of its existing 2.50% Convertible Senior Notes due 2019
(the 2019
Notes) for a purchase price of approximately $171.3
million, and to terminate a portion of the existing convertible
note hedge and warrant transactions which were entered into in
connection with the issuance of the 2019 Notes. The Company has
granted the underwriters of the Offering a 30-day option to
purchase up to an additional $45 million principal amount of the
Notes solely to cover over-allotments.
The net proceeds from the Offering were approximately $291.0
million after deducting the underwriters discounts and
commissions and the estimated offering expenses payable by the
Company. The Company used the net proceeds from the Offering
together with cash on hand to repay approximately $321.8 million
of outstanding borrowings and accrued interest under, and
terminate, the Companys $350.0 million term loan facility to that
certain Credit Agreement, dated as of August17, 2015, by and
among the Company and the financial institutions and agents
listed therein (the 2015 Term Loan
Facility).
The Notes are governed by the terms of a base indenture for
senior debt securities (the Base Indenture),
as supplemented by the first supplemental indenture thereto (the
Supplemental
Indenture and together with the Base Indenture, the
Indenture), each
dated as of May10, 2017, by and between the Company and
Wilmington Trust, National Association, as trustee (the
Trustee). The
Notes are the senior unsecured obligations of the Company and
bear interest at a rate of 3.25%per annum, payable semi-annually
in arrears on June1 and December1 of each year, beginning on
December1, 2017. The Notes will mature on June1, 2022, unless
earlier repurchased or converted. The Notes will be convertible
into cash, shares of the Companys common stock, par value $0.01
per share (the Common Stock), or
a combination thereof, at the Companys election, at an initial
conversion rate of 36.5464 shares of Common Stock per $1,000
principal amount of the Notes, which corresponds to an initial
conversion price of approximately $27.36 per share of Common
Stock and represents a conversion premium of approximately 37.5%
based on the last reported sale price of the Common Stock of
$19.90 per share on May4, 2017, the date the Offering was priced.
The conversion rate is subject to adjustment from time to time
upon the occurrence of certain events, including, but not limited
to, the issuance of stock dividends and payment of cash
dividends. At any time prior to the close of business on the
business day immediately preceding March1, 2022, holders may
convert their Notes at their option only under the following
circumstances: (1)during any calendar quarter commencing after
the calendar quarter ending on September30, 2017 (and only during
such calendar quarter), if the last reported sale price of the
Common Stock for at least 20 trading days (whether or not
consecutive) during a period of 30 consecutive trading days
ending on the last trading day of the immediately preceding
calendar quarter is greater than or equal to 130% of the
conversion price on each applicable trading day; (2)during the
five business day period after any five consecutive trading day
period (the measurement
period) in which the trading price per $1,000
principal amount of Notes for each trading day of the measurement
period was less than 98% of the product of the last reported sale
price of the Common Stock and the conversion rate on each such
trading day; or (3)upon the occurrence of specified corporate
events. On or after March1, 2022, until the close of business on
the business day immediately preceding the maturity date, holders
may convert all or any portion of their Notes, in multiples of
$1,000 principal amount, at the option of the holder regardless
of the foregoing circumstances. If a make-whole fundamental
change, as described in the Indenture, occurs and a holder elects
to convert its Notes in connection with such make-whole
fundamental change, such holder may be entitled to an increase in
the conversion rate as described in the Indenture.
The Company may not redeem the Notes prior to the maturity date
and no sinking fund is provided for the Notes, which means that
the Company is not required to periodically redeem or retire the
Notes. Upon the occurrence of certain fundamental changes
involving the Company, holders of the Notes may require the
Company to repurchase for cash all or part of their Notes at a
repurchase price equal to 50% of the principal amount of the
Notes to be repurchased, plus accrued and unpaid interest.
The Indenture does not contain any financial or maintenance
covenants or restrictions on the payments of dividends, the
incurrence of indebtedness or the issuance or repurchase of
securities by the Company or any of its subsidiaries. The
Indenture contains customary terms and covenants and events of
default. If an event of default (other than certain events of
bankruptcy, insolvency or reorganization involving the Company)
occurs and is continuing, the Trustee by notice to the Company,
or the holders of at least 25% in principal amount of the
outstanding Notes by written notice to the Company and the
Trustee, may declare 50% of the principal of and accrued and
unpaid interest, if any, on all of the Notes to be due and
payable. Upon such a declaration of acceleration, such
principal and accrued and unpaid interest, if any, will be due
and payable immediately. Upon the occurrence of certain events
of bankruptcy, insolvency or reorganization involving the
Company, 50% of the principal of and accrued and unpaid
interest, if any, on all of the Notes will become due and
payable automatically. Notwithstanding the foregoing, the
Indenture provides that, to the extent the Company elects and
for up to 270 days, the sole remedy for an event of default
relating to certain failures by the Company to comply with
certain reporting covenants in the Indenture consists
exclusively of the right to receive additional interest on the
Notes.
The foregoing description of the Indenture and the Notes does
not purport to be complete and is qualified in its entirety by
reference to the Base Indenture, Supplemental Indenture and
form of Note filed hereto as Exhibit4.1, Exhibit4.2 and
Exhibit4.3, respectively, which are incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive
Agreement.
On May11, 2017, the Company repaid $321.8 million of
outstanding borrowings and accrued interest under, and
terminated, the 2015 Term Loan Facility.
The information set forth in Item 1.01 is incorporated into
this Item 1.02 by reference.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth under Item 1.01 is incorporated into
this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
|
ExhibitNo. |
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Description |
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4.1 |
Base Indenture, dated as of May10, 2017, by and between |
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4.2 |
First Supplemental Indenture, dated as of May10, 2017, by |
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4.3 |
Formof 3.25% Convertible Senior Note due 2022 (included |
About AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG)
AMAG Pharmaceuticals, Inc. is a pharmaceutical company. The Company’s segment is the manufacture, development and commercialization of products and services for use in treating various conditions, with a focus on maternal health, anemia management and cancer supportive care. Its offerings focus on maternal health, anemia management and cancer supportive care, including its product, Makena (hydroxyprogesterone caproate injection); services related to the collection, processing and storage of umbilical cord blood stem cell and cord tissue units operated through Cord Blood Registry (CBR); its product, Feraheme (ferumoxytol), for intravenous (IV) use, and MuGard Mucoadhesive Oral Wound Rinse. It is engaged in the development of Digoxin immune fab, a polyclonal antibody for the treatment of severe preeclampsia in pregnant women. Makena is a drug indicated to reduce the risk of preterm birth in women pregnant with a single baby having a history of singleton spontaneous preterm birth. AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) Recent Trading Information
AMAG PHARMACEUTICALS, INC. (NASDAQ:AMAG) closed its last trading session up +0.35 at 19.45 with 981,031 shares trading hands.
