ANI Pharmaceuticals, Inc. Prices Upsized $275.0 Million Convertible Senior Notes Offering

Core Viewpoint - ANI Pharmaceuticals, Inc. has announced the pricing of a $275 million offering of 2.25% convertible senior notes due 2029, increasing from a previously announced size of $250 million, with settlement scheduled for August 13, 2024 [1][4]. Summary by Sections Offering Details - The offering consists of senior, unsecured obligations with a 2.25% annual interest rate, payable semi-annually starting March 1, 2025, and maturing on September 1, 2029 [2]. - Noteholders can convert their notes under specific conditions before June 1, 2029, and at any time thereafter until two trading days before maturity, with an initial conversion rate of 13.4929 shares per $1,000 principal amount, equating to a conversion price of approximately $74.11 per share, representing a 30% premium over the last reported price of $57.01 on August 7, 2024 [2][3]. Redemption and Repurchase Rights - The notes are redeemable at ANI's option starting September 1, 2027, under certain conditions, including if the stock price exceeds 130% of the conversion price [3]. - In the event of a "fundamental change," noteholders may require ANI to repurchase their notes for cash at the principal amount plus accrued interest [3]. Use of Proceeds - ANI estimates net proceeds from the offering to be approximately $266.8 million, or $306.8 million if the option for additional notes is fully exercised. Approximately $35.3 million will fund capped call transactions, while the remainder will repay existing senior secured term loans [4]. - The company plans to enter a new senior secured credit agreement for a $325 million delayed draw term loan and a $75 million revolving facility, expected to be effective concurrently with the offering's closing [4]. Capped Call Transactions - ANI has entered into capped call transactions to reduce potential dilution from the conversion of notes, which will cover shares of common stock underlying the notes [5]. - If the market price exceeds the cap price of these transactions, dilution may still occur [6]. Company Overview - ANI Pharmaceuticals is a diversified biopharmaceutical company focused on developing, manufacturing, and marketing high-quality branded and generic prescription products, particularly for high unmet medical needs [9].