January 31, 2013 8:00am EST
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MIAMI--(BUSINESS WIRE)--
OPKO Health, Inc. (NYSE: OPK) today announced the closing of its
offering of $175.0 million aggregate principal amount of 3.00%
convertible senior notes due 2033 (the “Notes”) in a private offering.
OPKO intends to use the approximately $170.3 million of net proceeds
from this offering for general corporate purposes, including research
and development expenses, acceleration of clinical trials, acquisitions
of new technologies or businesses, and other business opportunities.
The Notes are OPKO's senior unsecured obligations and rank equally with
all of OPKO's other existing and future senior unsecured debt. The Notes
bear interest at the rate of 3.00% per year, payable semiannually on
February 1 and August 1 of each year, beginning August 1, 2013. The
Notes mature on February 1, 2033, unless earlier repurchased, redeemed
or converted.
The Notes are convertible at any time on or after November 1, 2032
through the second scheduled trading day immediately preceding the
maturity date, at the option of the holders. Additionally, holders may
convert their notes prior to the close of business on the scheduled
trading day immediately preceding November 1, 2032 upon the occurrence
of specified events. The Notes are convertible into cash, shares of OPKO
common stock or a combination of cash and shares at an initial
conversion rate of 141.4827 shares of common stock per $1,000 principal
amount of Notes (equivalent to an initial conversion price of
approximately $7.07 per share of common stock), and will be subject to
adjustment upon the occurrence of certain events. In addition, OPKO
will, in certain circumstances, increase the conversion rate for holders
who convert their Notes in connection with a make-whole fundamental
change (as defined in the indenture relating to the Notes) and holders
who convert upon the occurrence of certain specific events prior to
February 1, 2017 (other than in connection with a make-whole fundamental
change).
OPKO may not redeem the Notes prior to February 1, 2017. On or after
February 1, 2017 and before February 1, 2019, OPKO may redeem for cash
any or all of the Notes but only if the last reported sale price of its
common stock exceeds 130% of the applicable conversion price for at
least 20 trading days during the 30 consecutive trading day period
ending on the trading day immediately prior to the date on which OPKO
delivers the notice of the redemption. The redemption price will equal
100% of the principal amount of the Notes to be redeemed, plus any
accrued and unpaid interest to but not including the redemption date.
Upon a fundamental change (as defined in the indenture relating to the
Notes), subject to certain exceptions, the holders may require OPKO to
repurchase all or any portion of their Notes for cash at a repurchase
price equal to 100% of the principal amount of the Notes being
repurchased, plus any accrued and unpaid interest to but not including
the fundamental change repurchase date.
The Notes were offered inside the United States to qualified
institutional buyers and accredited investors in a private placement in
reliance on Section 4(a)(2) under the Securities Act of 1933, as amended
(the “Securities Act”).
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Notes and the shares of OPKO
common stock issuable upon conversion of the Notes have not been
registered under the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption from
registration requirements. OPKO has agreed to file a registration
statement with the Securities and Exchange Commission pursuant to which
OPKO will register the resale of the Notes and the shares of common
stock issuable upon conversion of the Notes.
OPKO Health, Inc.
Steven D. Rubin, 305-575-4100
or
Juan
F. Rodriguez, 305-575-4100
Source: OPKO Health, Inc.
Released January 31, 2013
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