INNOVIVA,INC. (NASDAQ:INVA) Files An 8-K Other Events
Item 9.01 Other Events

On July 31, 2017, Innoviva, Inc. (the “Company”) announced that in accordance with its stated goal of optimizing its capital structure and reducing its overall cost of capital, it plans to fully refinance the outstanding principal balance of its LABA PhaRMASM9.0% Fixed Rate Term Notes due 2029 (the “2029 Notes”) with the proceeds of (i) the offering of the Notes (as defined below) and (ii) to the extent they are incurred, the Term Loans (as defined below), with the objective of substantially reducing its interest expense.

In addition, on July 31, 2017, the Company issued a press release announcing that it has launched the refinancing of its 2029 Notes by initially offering, subject to market conditions and other factors, $175 million of convertible senior notes due 2025 (the “Notes”) in a private placement to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended. The Company may also purchase shares of its common stock in privately negotiated transactions in connection with the offering of the Notes. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company plans to enter into a term loan facility in an amount of up to $250,000,000 (the “Term Loans”) for the purpose of redeeming any 2029 Notes not otherwise redeemed with the proceeds of the offering of the Notes and paying fees and expenses in connection with such redemption. The Term Loans are expected to be secured by a security interest in substantially all of the Company’s and the guarantors’ assets and guaranteed by each of our wholly owned domestic restricted subsidiaries (subject to customary exceptions). The Term Loans will be pari passu in right of payment with the Notes, and the Notes will be effectively subordinated to the extent of the value of the collateral securing the Term Loans (the “Collateral”) and structurally subordinated to the extent of the value of the guarantees. The Term Loans are expected to include usual and customary negative covenants which are expected to include (but are not limited to) restrictions on the Company’s ability to redeem or repurchase the notes. The Term Loans are expected to include the following events of default (in each case, with customary exceptions, limitations and qualifications): nonpayment of principal, interest or fees; failure to perform negative covenants and affirmative covenants to provide notice of default or maintain the Company’s existence; incorrectness of representations and warranties in any material respect; cross default and/or cross acceleration to material indebtedness; bankruptcy and insolvency; material monetary judgments; ERISA events; invalidity of material guarantees or security documents; loss of liens or perfection with respect to a material portion of the Collateral; and change of control. The offering of the Notes is not conditioned on the borrowing of the Term Loans. There can be no assurance that the Company will be successful in entering into the Term Loans and any borrowings thereunder on the terms described herein, or at all.

Cautionary Note on Forward-Looking Statements

To the extent that statements contained in this current report on Form8-K are not descriptions of historical facts, they are forward-looking statements reflecting the current beliefs and expectations of management made to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include any statements regarding Innoviva’s completion of the offering, the potential repurchase of shares of common stock in connection with the offering of the Notes and borrowing under the Term Loans, the final terms of the Term Loans, if any,Innoviva’s anticipated use of proceeds, and any other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions. Such forward-looking statements involve substantial risks and uncertainties that could cause the Company’s future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements. Forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, see the “Risk Factors” section of the Company’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission (“SEC”) on Form10-K for the year