Full Press Release Details
ANI Pharmaceuticals,
Inc. Closes $316.25 Million Convertible Senior Notes Offering Including Full Exercise of Initial Purchasers' Option to Purchase
August 13, 2024 (GLOBE NEWSWIRE)-ANI Pharmaceuticals, Inc. (ANI or the Company) (Nasdaq: ANIP) today announced the closing of its
offering of $316,250,000 aggregate principal amount of 2.25% convertible senior notes due 2029 (the "notes") in a private
offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"). In response to investor demand, ANI upsized the initial offering of $250,000,000 aggregate principal amount of notes to
$275,000,000 and the initial purchasers fully exercised their option to purchase an additional $41,250,000 aggregate principal amount
of the notes. The notes were issued pursuant to, and are governed by, an indenture, dated as of August 13, 2024, between the Company
and U.S. Bank Trust Company, National Association, as trustee.
from the offering are approximately $306.8 million, after deducting the initial purchasers' discounts and commissions but before
deducting ANI's estimated offering expenses. ANI intends to use approximately $40.6 million of the net proceeds 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. 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) were terminated and the Company entered 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 pricing of the notes and the exercise by the initial purchasers of their option to purchase additional notes, ANI entered into privately
negotiated capped call transactions with certain financial institutions. The capped call transactions cover, subject to anti-dilution
adjustments substantially similar to those applicable to the notes, the number of shares of ANI's common stock underlying the notes.
The cap price of the capped call transactions is initially $114.02 per share, which represents a premium of 100% over the last
reported sale price of ANI's common stock of $57.01 per share on the date the notes offering was priced, and is subject to certain
adjustments under the terms of the capped call transactions. 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.
The notes were only offered and sold
to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. 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,
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 footprint.
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 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 offering described in this
press release and, if the offering is consummated, cannot provide any assurances regarding 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 or otherwise.
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