Array BioPharma Inc. (NASDAQ:ARRY) Files An 8-K Entry into a Material Definitive AgreementItem 8.01 Entry into a Material Definitive Agreement.
Exchange Agreements
On November16, 2017, Array BioPharma entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders (“Noteholders”) of its outstanding 3.00% Convertible Senior Notes due 2020 (“2020 Notes”), to which the Company agreed to exchange (the “Exchanges”) approximately $107 million in aggregate principal amount of 2020 Notes held by the Noteholders for (i)a number of newly issued shares of its common stock (with such number rounded down to the nearest whole share for each holder) to be determined based on the volume-weighted average trading price of its common stock on November17, 2017 (the “Reference Date”) (collectively, the “Exchange Shares”), and (ii)an aggregate of $107 million in aggregate principal amount of its newly issued 2.625% Convertible Senior Notes due 2024 (the “2024 Notes”). The Company will receive no cash proceeds for the issuance of the Exchange Shares or the 2024 Notes. The principal amount of 2020 Notes to be exchanged for each $1,000 in principal amount of 2024 Notes was determined in individual negotiations between the Company and each Noteholder.
The Company anticipates that the Exchanges will be completed on or about December1, 2017, subject to satisfaction of customary closing conditions. Upon completion of the Exchanges, the aggregate principal amount of the 2020 Notes will be reduced to approximately $25.2 million.
The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Exchange Agreement filed as Exhibit10.1 to this Current Report, which is incorporated by reference herein.
In connection with the issuance of the 2024 Notes, the Company will enter into an Indenture (the “Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee. The Company will file a copy of the Indenture on a Form8-K following the closing of the Exchange.
This Current Report 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.
Item 8.01 Unregistered Sales of Equity Securities
As disclosed in Item 8.01 of this Current Report on Form8-K, on November16, 2017, the Company entered into the Exchange Agreements to which the Company will, subject to the satisfaction of customary closing conditions, issue the 2024 Notes and the Exchange Shares to the Noteholders.The 2024 Notes and Exchange Shares were offered, and will be sold, to the exemption provided by Section4(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”).This offer was made by the Company to no more than ten persons, each of which is an accredited investor (within the meaning of Rule501 promulgated under the Securities Act) and a qualified institutional buyer (as defined in Rule144A under the Securities Act).The Company will not receive any proceeds from the issuance of the 2024 Notes or the Exchange Shares.
Upon conversion of the 2024 Notes, the Company will pay cash and, if applicable, deliver shares of the Company’s common stock to the converting holder based on a conversion premium of approximately 32.5% above the arithmetic average of the daily volume weighted average price of the Company’s common stock as published on Bloomberg page“ARRY <equity> AQR” on the Reference Date. In connection with the Exchange, the holders who are hedging their 2020 Notes may decide to adjust their hedge positions by purchasing shares of the Company’s common stock or entering into synthetic long
