2022-08-22 | NDAQ: ASRT | Press release
LAKE FOREST, Ill., Aug. 22, 2022 (GLOBE NEWSWIRE) — Assertio Holdings, Inc. (“Assertio” or the “&CloseCurlyDoubleQuote Company;) (Nasdaq: ASRT), a specialty pharmaceutical company providing differentiated products to patients, announced today today the price of its offering of $60 million aggregate principal amount of 6.50% convertible senior notes due 2027 (the “CloseCurlyDoubleQuote; Convertible Notes) pursuant to a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The issue and sale of the convertible notes are expected to be settled on August 25, 2022, subject to customary closing conditions. Assertio has also granted the original purchaser of the convertible notes an option to purchase, within 13 days from the date the convertible notes are first issued, up to a principal amount additional $10 million of convertible notes.
Assertio estimates that the net proceeds of the offering will be approximately $56.7 million (or approximately $66.2 million if the initial purchaser fully exercises its option to purchase additional convertible notes), after deducting original buyer’s discounts and commissions and estimated offer fees. Assertio intends to use the net proceeds of the offering to repurchase or redeem its 13% Senior Secured Notes due 2024 and for general corporate purposes.
The convertible notes will initially be senior unsecured obligations of Assertio and will bear interest at the rate of 6.50% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2023. The Notes will mature on September 1, 2027, unless redeemed, redeemed or converted earlier. The Convertible Notes will be convertible into cash, common stock of Assertio (“Common Stock”), or a combination thereof, at Assertio’s option. The initial conversion rate is 244.2003 common shares per $1,000 principal amount of convertible bonds, representing an initial conversion price of approximately $4.09 per common share. The initial conversion price represents a premium of approximately 12.50% over the last reported sale price of $3.64 per common share on August 22, 2022. The conversion rate and conversion price will be subject to adjustment as upon the occurrence of certain events.
The Convertible Notes will be redeemable, in whole or in part, for cash at Assertio’s option at any time and from time to time, beginning September 8, 2025 and prior to September 41st scheduled trading day immediately prior to the Maturity Date, but only if the last reported sale price per Common Share exceeds 130% of the Conversion Price for a specified period. The redemption price will be equal to the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest, if any, up to the excluded redemption date.
If a “fundamental change” (as defined in the Indenture for the Convertible Notes) occurs, Noteholders may instruct Assertio to redeem their Convertible Notes for cash. The redemption price will be equal to the principal amount of the Notes to be redeemed together with accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date.
The Company undertakes not to incur liens on its subsidiaries’ assets or to allow its subsidiaries to guarantee debts without equally and proportionally guaranteeing or guaranteeing the obligations, and undertakes not to allow its subsidiaries to issue disqualified or preferred shares, subject to certain exceptions.
The offer and sale of the Convertible Notes and any common stock issuable upon conversion of the Convertible Notes has not been and will not be registered under any securities law or any other securities law. securities, and convertible notes and such shares may not be offered or sold except pursuant to an exemption or in a transaction not subject to the registration requirements of the Securities Act and any other applicable securities law. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Convertible Notes or any common shares issuable upon conversion of the Convertible Notes, nor will there be any sale of the Convertible Notes or such shares, in any state or other jurisdiction where such offer, sale or solicitation would be unlawful.
Assertio is a leading commercial pharmaceutical company providing differentiated products to patients. The company has a strong portfolio of branded prescription products in three areas: neurology, hospital, and pain and inflammation. Assertio has grown through business development, including licensing, mergers and acquisitions.
Statements contained in this communication that are not historical facts are forward-looking statements that reflect Assertio’s current expectations, assumptions and estimates regarding future performance and economic conditions. These forward-looking statements are made based on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, the completion of the offering and the expected amount and expected use of the net proceeds. All statements other than historical facts may be forward-looking statements and can be identified by words such as “anticipate”, “believe”, “could”, “conceive”, “estimate”, “expect”, ” plan”, “objective”. ,” “orientation”, “implies”, “intent”, “may”, “goal”, “opportunity”, “outlook”, “plan”, “position”, “potential”, “predict”, “project”, “prospective”, “pursue”, “seek”, “should”, “strategy”, “target”, “would”, “fly”, “aim” or other similar expressions that convey uncertainty of events or future results and are used to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond Assertio’s control, including risks described in Assertio’s annual report on Form 10-K and quarterly reports, on Form 10-Q filed with the United States Securities and Exchange Commission (“SEC”) and in other filings by Assertio with the SEC from time to time.
Investors and potential investors are cautioned not to place undue reliance on the forward-looking statements contained in this communication, which speak only as of this date. Although Assertio may elect to update these forward-looking statements at some time in the future, it specifically disclaims any obligation to update or revise the forward-looking statements contained in this press release, whether as a result of new information or future events, except as required by applicable law. Nothing contained herein constitutes or shall be deemed to constitute a forecast, projection or estimate of future financial performance or expected results of Assertio.
M: 214 597-8200