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Nuvation Bio Announces Pricing of Upsized Offering of $250.0 million of Convertible Senior Notes

NUVB
  • Nuvation Bio priced an underwritten offering of $250.0 million in aggregate principal amount of 0.75% Convertible Senior Notes due in 2032, increasing the size from a previous $200.0 million announcement.
  • The sale of the Notes to underwriters is expected to close on June 30, 2026, subject to customary conditions.
  • Underwriters were granted a 30-day option to purchase an additional $37.5 million of Notes to cover over-allotments.
  • The Notes are general unsecured obligations accruing 0.75% annual interest, payable semiannually on January 1 and July 1, beginning January 1, 2027.
  • The Notes mature on July 1, 2032, unless earlier converted, redeemed, or repurchased.
  • Net proceeds are estimated at approximately $241.2 million, or $277.6 million if the over-allotment option is fully exercised.
  • Proceeds will be used to pay for capped call transactions, repay the senior secured loan agreement in full, and fund general corporate purposes.
  • Noteholders may convert notes prior to April 1, 2032 only if specific conditions are met, or at any time on or after April 1, 2032.
  • Upon conversion, the company will pay cash, Class A common stock, or a combination at its election.
  • The initial conversion rate is 127.4941 shares per $1,000 principal amount, equivalent to a conversion price of approximately $7.84 per share.
  • The company may not redeem the Notes prior to July 6, 2029; redemptions on or after that date require the stock price to be at least 130% of the conversion price for 20 of 30 consecutive trading days.
  • A "fundamental change" allows noteholders to require the company to repurchase the Notes at 100% of principal plus accrued interest.
  • Capped call transactions were entered into concurrently to reduce potential dilution or offset cash payments upon conversion, with an initial cap price of $10.4580 per share.
  • Underwriters Jefferies LLC, Citigroup, and Cantor Fitzgerald & Co. acted as joint bookrunning managers, while RBC Capital Markets served as bookrunner.