January 25, 2013 8:02am EST
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MIAMI--(BUSINESS WIRE)--
OPKO Health, Inc. (NYSE: OPK) today announced the pricing of its
offering of $175.0 million aggregate amount of 3.00% convertible senior
notes due 2033 (the “Notes”) in a private offering. OPKO expects that
the sale of the Notes will close on January 30, 2013, subject to
customary closing conditions. OPKO intends to use the 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 will be OPKO's senior unsecured obligations and will rank
equally with all of OPKO's other existing and future senior unsecured
debt. They will bear interest at a fixed rate of 3.00% per year, payable
semiannually in arrears on February 1 and August 1 of each year,
beginning August 1, 2013. The Notes will mature on February 1, 2033,
unless earlier repurchased, redeemed or converted.
The Notes will be 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 will be 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 be
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 or Juan F. Rodriguez, 305-575-4100
Source: OPKO Health, Inc.
Released January 25, 2013
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