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Coherus BioSciences Announces Proposed Convertible Senior Subordinated Notes Offering

Key Takeaway: Coherus BioSciences Announces Proposed Convertible Senior Subordinated Notes Offering REDWOOD CITY, Calif.-April 14, 2020-(GLOBE NEWSWIRE)-Coherus BioSciences, Inc. ("Coherus" or the "Company", Nasdaq: CHRS), today announced its intention to offer, subject to market and other

Full Press Release Details

Coherus BioSciences Announces Proposed
Convertible Senior Subordinated Notes Offering
REDWOOD CITY, Calif.-April
14, 2020-(GLOBE NEWSWIRE)-Coherus BioSciences, Inc. ("Coherus" or the "Company", Nasdaq: CHRS), today announced its
intention to offer, subject to market and other conditions, $200,000,000 aggregate principal amount of convertible senior subordinated
notes due 2026 (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"). Coherus 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 notes are first issued,
up to an additional 30,000,000 principal amount of notes.
The notes will be general unsecured obligations
of Coherus, and will be subordinated to the Coherus' designated senior indebtedness. The notes will accrue interest payable
semi-annually in arrears and will mature on April 15, 2026, unless earlier repurchased or converted. At any time before the close
of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their notes at their
option into shares of Coherus' common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable
conversion rate. The notes will not be redeemable at Coherus' election before maturity. The interest rate, initial conversion
rate and other terms of the notes will be determined at the pricing of the offering.
Coherus 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. Coherus intends
to use the remainder of the net proceeds from the offering for opportunistic pipeline acquisitions or licenses, working capital,
and other general corporate purposes, which may include other debt repayment in the future. Coherus has not entered into any agreements
or commitments with respect to any material acquisitions or licenses at this time. If the initial purchasers exercise their option
to purchase additional notes, then Coherus intends to use a portion of the additional net proceeds to fund the cost of entering
into additional capped call transactions as described below.
In connection with the offering of the
notes, Coherus expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or
their respective affiliates and/or other financial institutions (the "option counterparties"). If the initial purchasers
exercise their option to purchase additional notes, Coherus expects to enter into additional capped call transactions with the
option counterparties.
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 Coherus' common stock and/or purchase shares of Coherus' 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 Coherus' 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 Coherus' common stock and/or purchasing or selling Coherus' common stock or other
securities of Coherus in secondary market transactions following the pricing of the notes and prior to the maturity of the
notes. This activity could also cause or avoid an increase or decrease in the market price of Coherus' common stock or
the notes, which could affect the value of Coherus' common stock that noteholders will receive upon conversion of the
The offer and sale of the notes and the
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 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 the shares of common stock issuable upon conversion of the
notes, nor will there be any sale of the notes or such shares, in any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful.
About Coherus BioSciences, Inc.
Coherus is a leading biosimilar company
that develops and commercializes its own high-quality therapeutics as well as those of others seeking capable access to the United
States market. Biosimilars are intended for use in place of existing, branded biologics to treat a range of chronic and often life-threatening
diseases, with the potential to reduce costs and expand patient access. Composed of a team of proven industry veterans with world-class
expertise in process science, analytical characterization, protein production, sales and marketing and clinical-regulatory development,
Coherus is positioned as a leader in the global biosimilar marketplace. Coherus commercializes UDENYCA (pegfilgrastim-cbqv)
in the U.S. and has received regulatory approval for UDENYCA in the European Union. Coherus is advancing late-stage clinical
products CHS-1420, a Humira (adalimumab) biosimilar, Bioeq's Lucentis (ranibizumab) biosimilar and Innovent's
Avastin (bevacizumab) biosimilar towards commercialization, and early-stage clinical products, CHS-2020, an Eylea (aflibercept)
biosimilar, and CHS-131, a small molecule for nonalcoholic steatohepatitis (NASH) and multiple sclerosis.
Forward-Looking Statements
This press release includes
forward-looking statements, including 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 proceeds and the anticipated terms of, and the effects
of entering into, the capped call transactions described above. Forward-looking statements represent Coherus' current
expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual
results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are
market conditions, including market interest rates, the trading price and volatility of Coherus' common stock and risks
relating to Coherus' business, including those described in periodic reports that Coherus files from time to time with
the SEC. Coherus 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 offer or the notes or its ability to effectively
apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the
date of this press release, and Coherus does not undertake to update the statements included in this press release for
subsequent developments, except as may be required by law.
Investor Relations & Corporate Affairs
Coherus BioSciences, Inc.
Last updated: Apr 14, 2020