TELIGENT, INC. (NASDAQ:TLGT) Files An 8-K Regulation FD Disclosure
Item 7.01
On October 28, 2019, Teligent, Inc. (the “Company”) issued a press release announcing the pricing of a private placement of $34,405,000 aggregate principal amount of 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 to qualified institutional buyers. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Strategic Review of Non-Core Assets
On October 1, 2019, the Company issued a press release announcing that the Company had retained a financial advisor to assist with a strategic review of assets that are non-core to the Company’s long-term strategy. The Company further disclosed in this press release that it had undertaken a strategic review of these non-core assets in response to inbound interest and evolving market conditions in respect of these non-core assets. In the press release, Jason Grenfell-Gardner, Chief Executive Officer of the Company, noted that exploring options to monetize certain of these non-core assets was in the best interest of the Company’s stockholders. While the Company will make any determination at the applicable time, the Company’s potential use of proceeds from the sale of these non-core assets would include the repayment of its secured indebtedness and general corporate and working capital purposes. Prior to the initiation of such review, the Company received unsolicited, preliminary, non-binding offers of $60 million for a portion of the Company’s U.S. portfolio of topical products and up to $45 million for certain foreign assets. The Company carefully evaluates the merits of any unsolicited offer it receives, but the Company is not currently positioned to offer any additional updates on the process of its strategic review of any non-core assets or any specific offers or discussions. There can be no assurances that the Company will pursue any unsolicited, preliminary, non-binding offer, and there can be no assurance that, even if the Company were to pursue any such offer, it would be able to complete a transaction on such terms or at all. The Company does not undertake any obligation to provide any updates with respect to any specific offer or any other matter related to the strategic review of its non-core assets, except to the extent required under applicable law.
Highbridge Capital Management
On October 24, 2019, the Company received a letter on behalf of Highbridge Capital Management, LLC as trading manager for Highbridge Tactical Credit Management Fund, L.P. (collectively, “Highbridge”), a significant bondholder of the Company, in which, among other things, Highbridge reviewed its discussions with the Company regarding a potential financing transaction and expressed concern that such transaction would disadvantage Highbridge and other existing bondholders. Highbridge expressed a desire to find a mutually beneficial solution but indicated that it would be willing to exercise its creditors rights, including in an organized fashion with other bondholders. The Company believes Highbridge’s concerns are without merit and, should any claims be made, intends to defend them vigorously.
| 99.1 | Press Release issued October 28, 2019, furnished herewith |
Teligent, Inc. Exhibit
EX-99.1 2 tm1921337d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Teligent Announces the Pricing of $34.4 Million of Series B Senior Convertible Notes Buena,…
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About TELIGENT, INC. (NASDAQ:TLGT)
Teligent, Inc., formerly IGI Laboratories, Inc., is a specialty generic pharmaceutical company. The Company markets and sells generic injectable pharmaceutical products under its own label in the United States and Canada. It provides development, formulation and manufacturing services to the pharmaceutical, over-the-counter (OTC) and cosmetic industries. It has two platforms: developing, manufacturing and marketing a portfolio of generic pharmaceutical products under its own label in topical, injectable, complex and ophthalmic dosage forms, and managing its current contract manufacturing and formulation services business. Its pipeline includes over 30 Abbreviated New Drug Applications filed with the United States Food and Drug Administration for additional pharmaceutical products. It holds additional over 40 product candidates at various stages of its development pipeline, 10 of which are on stability testing.