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INTERMUNE INC FILES (8-K) Disclosing Unregistered Sale of Equity Securities

July 2, 2014



Item 3.02. Unregistered Sales of Equity Securities.

On June 30, 2014 and July 1, 2014, InterMune, Inc. (the "Company") agreed through separately negotiated private transactions with certain existing holders of the Company's 2.50% Convertible Senior Notes due 2017 (the "2017 Notes") to exchange $41,000,000 in aggregate principal amount of 2017 Notes beneficially owned by the noteholders for (i) an aggregate of 3,185,703 shares of the Company's common stock (the "2017 ExchangeShares"), (ii) $1,332,500 aggregate cash consideration and (iii) accrued but unpaid interest on the exchanged 2017 Notes up to, but excluding the exchange settlement date. For the share portion of the overall exchange consideration, the notes are to be exchanged at a rate of 77.7001 shares per $1,000 note, which represents an exchange price of approximately $12.87. This exchange price is the same as the the original conversion price of the 2017 Notes.

On July 1, 2014, the Company also agreed in a separately negotiated private transaction with existing holders of the 2017 Notes to exchange $11,930,000 in aggregate principal amount of 2017 Notes beneficially owned by the noteholders for (i) an aggregate of 908,423 2017 Exchange Shares, (ii) approximately $1,213,648 aggregate cash consideration and (iii) accrued but unpaid interest on the exchanged 2017 Notes up to, but excluding the exchange settlement date. For the share portion of the overall exchange consideration, the notes are to be exchanged at a rate of 76.1461 shares per $1,000 note, which represents an exchange price of approximately $13.13 and an approximately $0.26 premium on the original conversion price of the 2017 Notes of $12.87 per share.

In addition, on July 1, 2014, the Company also agreed in a separately negotiated private transaction with an existing holder of the Company's 5.00% Convertible Senior Notes due 2015 (the "2015 Notes") to exchange $16,860,000 in aggregate principal amount of 2015 Notes beneficially owned by the noteholder for (i) an aggregate of 893,008 shares of the Company's common stock (the "2015 Exchange Shares" and, together with the 2017 Exchange Shares, the "Exchange Shares"), (ii) $674,400 aggregate cash consideration and (iii) accrued but unpaid interest on the exchanged 2015 Notes up to, but excluding the exchange settlement date. For the share portion of the overall exchange consideration, the notes are to be exchanged at a rate of 52.9661 shares per $1,000 note, which represents an exchange price of approximately $18.88 per share. This exchange price is the same as the original conversion price of the 2015 Notes.

The Company expects to have issued all of the Exchange Shares by July 7, 2014. Upon the closing of these separate transactions and retirement of the exchanged 2017 Notes and 2015 Notes, $24,721,000 of the 2017 Notes and $1,500,000 of the 2015 Notes will remain outstanding.

As the Exchange Shares were exchanged by the Company through a private transaction with the holders, each of which are accredited investors, the transaction was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the provisions of Section 4(a)(2) thereof. No sales of securities of the same class as the 2017 Notes, the 2015 Notes or the Exchange Shares have been or are to be made by the Company by or through an underwriter at or about the same time as the exchanges for which the exemption is claimed. The Company will not receive any proceeds from the issuance of the Exchange Shares.

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Source: Edgar Glimpses


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