PDL BioPharma, Inc. (NASDAQ:PDLI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
into an underwriting agreement (the Underwriting Agreement) with
RBC Capital Markets, LLC (RBC), relating to the issuance and sale
of $150,000,000 aggregate principal amount of the Companys 2.75%
Convertible Senior Notes due 2021 (or $172,500,000 if the
Underwriters exercise their overallotment option in full) (the
Notes). Under the terms of the Underwriting Agreement, the
Company granted the Underwriters an option to purchase within a
period of 13 days from, and including, the date the notes are
first issued, up to an additional $22,500,000 principal amount of
the Notes solely to cover over-allotments, if any.
statement on Form S-3 (File No. 333-211970), which became
effective on June 28, 2016, as supplemented by the preliminary
prospectus supplement filed with the Securities and Exchange
Commission (the Commission) on November 15, 2016, and the
prospectus supplement filed with the Commission on November 18,
2016.
warranties and covenants by the Company. Under the terms of the
Underwriting Agreement, the Company has agreed to indemnify the
Underwriters against certain liabilities.
entirety by reference to the Underwriting Agreement attached as
Exhibit 1.1 to this Current Report and incorporated herein by
reference.
Agreement and the offering of the Notes, the Company entered into
a capped call transaction with Royal Bank of Canada, an affiliate
of RBC (the Counterparty). The capped call transaction covers,
subject to customary anti-dilution adjustments, the number of
shares of the Companys common stock that will initially underlie
the Notes. The capped call transaction is intended to reduce the
dilutive impact of the conversion feature of the Notes on the
Companys outstanding shares of common stock and/or offset any
cash payments the Company will be required to make in excess of
the principal amount, upon any conversion of the Notes, with such
reduction and/or offset subject to a cap.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement among the Company and RBC
Capital Markets, LLC, as Representative to the Underwriters, dated November 16, 2016 |
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5.1
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Opinion of Gibson, Dunn Crutcher LLP, dated November
22, 2016 |
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23.1
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Consent of Gibson, Dunn Crutcher LLP (included as part
of exhibit 5.1) |
About PDL BioPharma, Inc. (NASDAQ:PDLI)
PDL BioPharma, Inc., formerly Protein Design Labs, Inc., manages a portfolio of patents and royalty assets, consisting of its Queen et al. patents, license agreements with various biotechnology and pharmaceutical companies, and royalty and other assets acquired. The Company provides non-dilutive growth capital and financing solutions to late-stage public and private healthcare companies and offers immediate financial monetization of royalty streams to companies, academic institutions and inventors. It evaluates its investments based on the quality of the income generating assets and potential returns on investment. It is focused on intellectual property asset management, acquiring income generating assets and maximizing value for its stockholders, among others. It receives royalties on sales of over ten humanized antibody products, which include Avastin, Herceptin, Xolair, Kadcyla, Tysabri, Actemra, Gazyva and Entyvio all of which are approved for use. PDL BioPharma, Inc. (NASDAQ:PDLI) Recent Trading Information
PDL BioPharma, Inc. (NASDAQ:PDLI) closed its last trading session 00.00 at 3.03 with 1,574,470 shares trading hands.
