Amarin Corporation plc (NASDAQ:AMRN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Entry into Note Purchase Agreements and Pricing of
Exchangeable Note Offering
On January20, 2017, Corsicanto II Designated Activity Company, a
designated activity company formed under the laws of Ireland (the
Issuer) and a wholly owned subsidiary of Amarin Corporation plc
(the Company), and the Company entered into separate, privately
negotiated purchase agreements (the Purchase Agreements) with
certain investors (the Purchasers) to which the Issuer will issue
and sell $30million in aggregate principal amount of 3.50%
Exchangeable Senior Notes due 2047 (the 2017 Notes) at an issue
price of 50%. The net proceeds from the offering are expected to
be $28.9million after deducting placement agent fees and
estimated offering expenses payable by the Company. The offering
of the 2017 Notes is expected to close on January25, 2017,
subject to customary closing conditions. The form of Purchase
Agreement is filed as Exhibit 10.1 to this report and is
incorporated herein by reference.
The 2017 Notes will be issued to an Indenture (the Indenture), to
be entered into by the Company, the Issuer and Wilmington Trust,
National Association, as trustee (the Trustee). The 2017 Notes
will be the senior unsecured obligations of the Issuer and will
be guaranteed by the Company. The 2017 Notes will bear interest
at a rate of 3.50%per annum from, and including, January25, 2017,
payable semi-annually in arrears on January15 and July15 of each
year, beginning on July15, 2017. The 2017 Notes will mature on
January15, 2047, unless earlier repurchased, redeemed or
exchanged.
At any time after the issuance of the 2017 Notes and prior to the
close of business on the second business day immediately
preceding January15, 2047, holders may exchange their 2017 Notes
for American Depositary Shares of the Company (ADS) at their
option and at the exchange rate described below. If prior to
January19, 2021, a make-whole fundamental change (as defined in
the Indenture) occurs and a holder elects to exchange its 2017
Notes in connection with such make-whole fundamental change, such
holder may be entitled to an increase in the exchange rate as
described in the Indenture.
The exchange rate will initially be 257.2016 ADSs per $1,000
principal amount of the 2017 Notes (equivalent to an initial
exchange price of approximately $3.89 per ADS (the Exchange
Price)), subject to adjustment in certain circumstances. The
initial exchange price for the 2017 Notes represents a premium of
approximately 35% over the last reported sale price of $2.88 per
share of the Companys ADSs on The NASDAQ Global Market on
January19, 2017. Upon exchange, the 2017 Notes are to be settled
in ADSs. The exchange rate is subject to adjustment from time to
time upon the occurrence of certain events, including, but not
limited to, the payment of cash dividends.
Prior to January19, 2021, the Issuer may not redeem the 2017
Notes at its option other than in connection with certain changes
in the tax law of a relevant taxing jurisdiction that results in
additional amounts (as defined in the Indenture) becoming due
with respect to payments and/or deliveries on the 2017 Notes. On
or after January19, 2021, the Issuer may redeem for cash all or a
portion of the 2017 Notes at a redemption price of 50% of the
aggregate principal amount of the 2017 Notes to be redeemed, plus
accrued and unpaid interest to, but not including, the redemption
date. If a Fundamental Change (as defined in the Indenture)
occurs, holders may require the Issuer to repurchase all or part
of their 2017 Notes for cash at a Fundamental Change repurchase
price equal to 50% of the aggregate principal amount of the 2017
Notes to be repurchased, plus accrued and unpaid interest to, but
not including, the Fundamental Change repurchase date. In
addition, holders of the 2017 Notes may require the Issuer to
repurchase all or any portion of the 2017 Notes on January19,
2022 for cash at a price equal to 50% of the aggregate principal
amount of the 2017 Notes to be repurchased, plus accrued and
unpaid interest to, but not including, the repurchase date.
The Issuer may elect at its option to cause all or any portion of
the 2017 Notes to be mandatorily exchanged in whole or in part at
any time prior to the close of business on the business day
preceding January15, 2047 if the Daily VWAP (as defined in the
Indenture) equals or exceeds 130% of the Exchange Price then in
effect (which quotient equals approximately $5.05 on the date
hereof) for at least 20 VWAP Trading Days (as defined in the
Indenture) in any 30 consecutive VWAP Trading Day period. The
Issuer may only exercise its optional exchange rights upon
satisfaction of specified equity conditions, including that the
ADSs issuable upon exchange of the 2017 Notes be eligible for
resale without registration by non-affiliates and listed on The
NASDAQ Global Market, its related exchanges or the New York Stock
Exchange. If the Issuer elects to exercise its optional exchange
rights on or prior to January19, 2021, each holder whose 2017
Notes are exchanged may upon exchange receive a specified number
of additional ADSs as set forth in the Indenture.
2
The Indenture will contain customary terms and covenants and
events of default. If an event of default (other than certain
events of bankruptcy, insolvency or reorganization involving the
Issuer) occurs and is continuing, the Trustee by notice to the
Issuer, or the holders of at least 25% in principal amount of the
outstanding 2017 Notes by notice to the Issuer and the Trustee,
may declare 50% of the principal of and accrued and unpaid
interest, if any, on all of the 2017 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 Issuer, 50% of the
principal of and accrued and unpaid interest, if any, on all of
the 2017 Notes will become due and payable automatically.
Notwithstanding the foregoing, the Indenture will provide that,
to the extent the Issuer elects and for up to 360 days, the sole
remedy for an event of default relating to certain failures by
the Issuer or the Company, as the case may be, to comply with
certain reporting covenants in the Indenture consists exclusively
of the right to receive additional interest on the 2017 Notes.
The Issuer has agreed to use its commercially reasonable efforts
to procure the listing of the 2017 Notes on the Global Exchange
Market operated under the supervision of the Irish Stock Exchange
(or on another recognized stock exchange for the purposes of
Section64 of the Taxes Consolidation Act 1997 of Ireland and
within the meaning of Section1005 ITA 2007 of the United Kingdom)
prior to July15, 2017, which will be the first interest payment
date for the 2017 Notes.
The foregoing descriptions of the 2017 Notes and the Indenture do
not purport to be complete and are qualified in their entirety by
reference to the Indenture (which will include the form of the
2017 Note). A copy of the Indenture (which will include the form
of the 2017 Note) is expected to be attached as an exhibit to a
Current Report on Form 8-K to be filed by the Company following
the closing of the 2017 Notes offering.
Lazard is acting as financial advisor and placement agent in
connection with the 2017 Notes offering.
The Company offered the 2017 Notes in reliance on the exemption
from registration provided by Section4(a)(2) of the Securities
Act of 1933, as amended (the Securities Act). The offer and sale
of the 2017 Notes did not involve a public offering, the
solicitation of offers for the 2017 Notes was not done by any
form of general solicitation or general advertising and offers
for the 2017 Notes were only solicited from persons believed to
be qualified institutional buyers within the meaning of Rule 144A
promulgated under the Securities Act. The 2017 Notes and any ADSs
that may be issued upon exchange of the 2017 Notes will not be
registered under the Securities Act, and may not be offered or
sold in the United States absent registration under the
Securities Act or an applicable exemption from registration
requirements.
This Current Report on Form 8-K does not constitute an offer to
sell, or a solicitation of an offer to buy, any security and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering would be unlawful.
| Item3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference in this Item 3.02.
| Item8.01 | Other Events. |
Consummation of Mandatory Tender Offer for Exchangeable Notes
Issued in 2012
to the terms of the Indenture, dated as of January9, 2012, by and
among the Company, Corsicanto Designated Activity Co (f/k/a
Corsicanto Limited), a wholly owned subsidiary of the Company
(the 2012 Notes Issuer), and Wells Fargo Bank, National
Association, as trustee (the 2012 Notes Indenture), the Company
and the 2012 Notes Issuer were required to make an offer to
purchase for cash the 3.50% Exchangeable Senior Notes due 2032
(the 2012 Notes) outstanding under the 2012 Notes Indenture at a
purchase price equal to 50% of the principal amount thereof plus
accrued and unpaid interest thereon to the date of repurchase
(the Mandatory Tender Offer). The Mandatory Tender Offer expired
on January18, 2017 with approximately $15.0million aggregate
principal amount of 2012 Notes validly tendered by the holders
thereof and purchased by the Company and the 2012 Notes Issuer
for approximately $15.0 million. As of the date hereof,
approximately $0.1 million aggregate principal amount of 2012
Notes remain outstanding.
3
On January20, 2017, the Company issued a press release with
respect to the 2017 Notes offering and the Mandatory Tender
Offer. A copy of this press release is furnished as Exhibit 99.1
hereto.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements concerning the Companys expectations, anticipations,
intentions, beliefs or strategies regarding the offering of 2017
Notes. These forward-looking statements are not promises or
guarantees and involve substantial risks and uncertainties. Among
the factors that could cause actual results to differ materially
from those described or projected herein are the following:
financial market conditions and actions by the counterparties to
the Purchase Agreements prior to the closing of the offering of
2017 Notes. A further list and description of these risks,
uncertainties and other risks associated with an investment in
the Company can be found in Companys filings with the U.S.
Securities and Exchange Commission, including its most recent
Quarterly Report on Form 10-Q. Existing and prospective
investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
Item9.01.
Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit No. |
Description |
|
| 10.1 | Form of Private Placement Purchase Agreement | |
| 99.1 | Press Release, dated January 20, 2017. |
***
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About Amarin Corporation plc (NASDAQ:AMRN)
Amarin Corporation plc is a biopharmaceutical company with operations in lipid science focused on the commercialization and development of therapeutics for cardiovascular health. The Company’s lead product, Vascepa (icosapent ethyl) capsule, is approved by the United States Food and Drug Administration (FDA) for use as an adjunct to diet to reduce triglyceride levels in adult patients with severe hypertriglyceridemia. The Company operates in the business segment of development and commercialization of Vascepa. This indication for Vascepa, known as the MARINE indication, is based primarily on the results from the MARINE study of Vascepa in this approved patient population. The Company sells Vascepa principally to wholesalers, as well as selected regional wholesalers and specialty pharmacy providers, or collectively, its Distributors, that in turn resell Vascepa to retail pharmacies for resale to patients and healthcare providers. The Company markets Vascepa in the United States. Amarin Corporation plc (NASDAQ:AMRN) Recent Trading Information
Amarin Corporation plc (NASDAQ:AMRN) closed its last trading session down -0.04 at 2.88 with 1,251,771 shares trading hands.