United Therapeutics Corporation (NASDAQ:UTHR) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure
On May 31, 2017, United Therapeutics Corporation (the “Company”) entered into an agreement with Citibank, N.A. (“Citibank”) relating to a collared accelerated share repurchase program (the “ASR Program”). to the terms of the agreement, the Company will purchase $250 million of its common stock. The total number of shares to be purchased ultimately by the Company under the ASR Program will generally be based on the average of the daily Rule 10b-18 volume-weighted average prices of United Therapeutics’ common stock during the term of the agreement, less an agreed discount, subject to lower and upper stock price limits that establish the minimum and maximum number of shares that can be repurchased. The actual number of shares purchased will be determined at the completion of the ASR Program. The ASR Program is scheduled to be completed in the fourth quarter of 2017, although it may be completed earlier at Citi’s election.
On June 1, 2017, United Therapeutics expects to borrow $250 million aggregate principal amount under its revolving credit facility, dated as of January 29, 2016 (the “Revolving Loans”). The proceeds of the Revolving Loans will be used to pay the initial purchase price of its common stock to Citibank under the ASR Program.
The information contained in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act except as shall be expressly set forth by specific reference in such filing.