Full Press Release Details
ANI Pharmaceuticals, Inc. Announces Proposed
Convertible Senior Notes Offering
PRINCETON, N.J., August 7, 2024 (GLOBE
NEWSWIRE)-ANI Pharmaceuticals, Inc. (ANI or the Company) (Nasdaq: ANIP) today announced its intention to offer, subject to market
and other conditions, $250,000,000 aggregate principal amount of convertible senior notes due 2029 (the "notes") in a private
offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). ANI also expects to grant the initial purchasers of the notes an option to purchase, for
settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $37,500,000 principal
The notes will be senior, unsecured
obligations of ANI, will accrue interest payable semi-annually in arrears and will mature on September 1, 2029, unless earlier repurchased,
redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods.
ANI will settle conversions in cash and, if applicable, shares of its common stock.
The notes will be redeemable, in whole
or in part (subject to certain limitations), for cash at ANI's option at any time, and from time to time, on or after September
1, 2027 and on or before the 61st scheduled trading day immediately before the maturity date, but only if the last reported sale price
per share of ANI's common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions
are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest,
if any, to, but excluding, the redemption date.
If certain corporate events that constitute
a "fundamental change" occur, then, subject to a limited exception, noteholders may require ANI to repurchase their notes
for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest,
if any, to, but excluding, the applicable repurchase date.
The interest rate, initial conversion
rate and other terms of the notes will be determined at the pricing of the offering.
ANI intends to use a portion of the
net proceeds from the offering to fund the cost of entering into the capped call transactions described below. ANI intends to use the
remainder of the net proceeds from the offering, together with cash on hand, to repay in full ANI's existing senior secured term
loan facility. If the initial purchasers exercise their option to purchase additional notes, then ANI intends to use a portion of the
additional net proceeds to fund the cost of entering into additional capped call transactions as described below, and ANI intends to
use any remaining net proceeds for general corporate purposes. Substantially concurrently with repayment of the existing senior secured
term loan facility, the commitments under the existing senior secured credit agreement (which includes the senior secured term loan facility
and a revolving facility) will be terminated and the Company intends to enter into a new senior secured credit agreement consisting of
a $325,000,000 delayed draw term loan facility and a $75,000,000 revolving facility. The entry into the new senior secured credit agreement
is not a condition precedent to the offering, and although we expect the new senior secured credit agreement to become effective concurrently
with the closing of the contemplated offering, no assurance can be given that all the closing conditions will be satisfied.
In connection with the pricing of the
notes, ANI expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates
and/or one or more other financial institutions (the "option counterparties"). The capped call transactions are expected
to cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of ANI's
common stock that will initially underlie the notes.
The capped call transactions are expected
generally to reduce the potential dilution to ANI's common stock upon any conversion of the notes and/or offset any potential cash
payments ANI is required to make in excess of the principal amount of converted notes, as the case may be, upon conversion of the notes.
If, however, the market price per share of ANI's common stock, as measured under the terms of the capped call transactions, exceeds
the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential
cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
In connection with establishing their
initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various
derivative transactions with respect to ANI's common stock and/or purchase shares of ANI's common stock concurrently with
or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of ANI's
common stock or the notes at that time.
In addition, the option counterparties
or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to ANI's
common stock and/or purchasing or selling ANI's common stock or other securities of ANI in secondary market transactions following
the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion
of notes). This activity could also cause or avoid an increase or decrease in the market price of ANI's common stock or the notes,
which could affect the ability of noteholders to convert the notes, and, to the extent the activity occurs during any observation period
related to a conversion of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon
conversion of the notes.
The offer and sale of the notes and
any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act
or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press
release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable
upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which
such offer, sale or solicitation would be unlawful.
About ANI Pharmaceuticals, Inc.
ANI Pharmaceuticals, Inc. (Nasdaq: ANIP)
is a diversified biopharmaceutical company serving patients in need by developing, manufacturing, and marketing high-quality branded
and generic prescription pharmaceutical products, including for diseases with high unmet medical need. ANI is focused on delivering sustainable
growth by scaling up its Rare Disease business through its lead asset Purified Cortrophin Gel, strengthening its Generics business
with enhanced research and development capabilities, delivering innovation in Established Brands, and leveraging its U.S. based manufacturing
Forward-Looking Statements
This press release contains forward-looking
statements. All statements other than statements of historical facts contained herein, including, without limitation, statements regarding
the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering and the intended use of the
net proceeds and the anticipated terms of, and the effects of entering into, the capped call transactions described above, are forward-looking
statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other important factors
that may cause ANI's actual results, performance, or achievements to be materially different from any future results, performance,
or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the risks
and uncertainties related to market conditions and satisfaction of customary closing conditions related to the offering and risks relating
to ANI's business, including those described in periodic reports that ANI files from time to time with the SEC. ANI may not consummate
the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding
the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. Any risks and uncertainties
could materially and adversely affect ANI's results of operations, which would, in turn, have a significant and adverse impact
on ANI's stock price. Any forward-looking statements contained in this press release speak only as of the date hereof, and ANI
specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events
Lisa M. Wilson, In-Site Communications,
SOURCE: ANI Pharmaceuticals, Inc.