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GlobeNewswire·

Ligand Announces Proposed Offering of $550 Million of Convertible Senior Notes Due 2031

LGND
  • Ligand Pharmaceuticals announced an intention to offer $550.0 million in aggregate principal amount of convertible senior notes due 2031 via a private placement to qualified institutional buyers under Rule 144A.
  • Initial purchasers have a 13-day option to buy an additional $82.5 million of notes, subject to market conditions.
  • The notes are general unsecured senior obligations with semiannual interest payments beginning March 15, 2027, & maturity on September 15, 2031.
  • Upon conversion, Ligand will pay cash up to the principal amount & may deliver cash, shares, or a combination for any excess conversion obligation at its election.
  • Interest rates, initial conversion rates, & other terms will be determined at the time of pricing.
  • A portion of net proceeds will fund convertible note hedge transactions & warrant sales to offset potential dilution upon conversion.
  • Ligand expects to use up to $75 million of net proceeds to repurchase shares from certain note purchasers in privately negotiated transactions.
  • Remaining net proceeds will be used for general corporate purposes, including potential investments in complementary businesses beyond the existing Xoma Royalty Corporation agreement.
  • Convertible note hedge transactions & warrant transactions are intended to reduce dilution & offset cash payments exceeding the principal amount of converted notes.
  • Hedge counterparties may enter into derivative transactions or trade shares concurrently with pricing, which could impact the market price of Ligand's stock or notes.
  • Counterparties may modify hedge positions via secondary market transactions, potentially affecting the number of shares received upon conversion.
  • Share repurchases are expected to occur at the last reported price per share & could increase the effective conversion price of the notes.
  • The notes & warrants are unregistered & offered only to qualified institutional buyers, restricting sales to U.S. persons without registration or an exemption.
  • This press release contains forward-looking statements subject to risks that could cause actual results to differ materially from expectations.
  • Ligand is a royalty aggregator managing a diversified portfolio of over 100 biopharmaceutical assets & licenses proprietary technologies Captisol® & NITRICIL™.