Core Viewpoint - Ligand Pharmaceuticals has announced a private placement of $400 million in 0.75% convertible senior notes due 2030, with an option for initial purchasers to buy an additional $60 million in notes, expected to close on August 14, 2025 [1][3]. Summary by Sections Offering Details - The notes will be general unsecured, senior obligations of Ligand, accruing interest at 0.75% per annum, payable semiannually starting April 1, 2026, and maturing on October 1, 2030 [2][3]. - Ligand estimates net proceeds from the offering to be approximately $386.9 million, or $445.1 million if the additional notes option is fully exercised [3]. Use of Proceeds - Approximately $39.9 million of the net proceeds will be used for convertible note hedge transactions, and $15 million will be allocated for repurchasing 102,034 shares of common stock at $147.01 per share [3][12]. - Remaining proceeds will be used for general corporate purposes, including potential investments in complementary businesses, although no commitments currently exist [3]. Conversion and Redemption - Holders can convert their notes under certain conditions before July 1, 2030, and thereafter until the second trading day before maturity [4]. - Upon conversion, Ligand will pay cash up to the principal amount and may pay the remainder in cash, shares, or a combination [5]. - The initial conversion rate is set at 5.1338 shares per $1,000 principal amount, equating to a conversion price of approximately $194.79 per share, representing a 32.5% premium over the last reported sale price [5]. Redemption Terms - Ligand may redeem the notes starting October 6, 2028, if the stock price meets certain conditions, at a redemption price equal to 100% of the principal amount plus accrued interest [6]. Fundamental Change and Hedges - In the event of a fundamental change, holders may require Ligand to repurchase their notes at 100% of the principal amount plus accrued interest [7][8]. - Ligand has entered into convertible note hedge transactions to reduce potential dilution upon conversion and has also issued warrants that could have a dilutive effect if the stock price exceeds the strike price of $294.02 per share [9][10]. Company Overview - Ligand Pharmaceuticals focuses on supporting the clinical development of high-value medicines through financing and licensing technologies, aiming to create a diversified portfolio of biotech and pharmaceutical revenue streams [16].

Core Viewpoint - Cipher Mining Inc. intends to offer $150 million in convertible senior notes due 2030, with an option for underwriters to purchase an additional $22.5 million to cover over-allotments [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations, accruing interest payable semiannually and maturing on May 15, 2030 [2]. - Noteholders can convert their notes under certain conditions, with settlement options including cash, common stock, or a combination of both [2][5]. - The notes are redeemable at Cipher's option starting May 22, 2028, if the stock price exceeds 130% of the conversion price for a specified period [3]. Group 2: Repurchase Rights - In the event of a "fundamental change," noteholders may require Cipher to repurchase their notes for cash at the principal amount plus accrued interest [4]. - Noteholders can also require repurchase on May 15, 2028, under similar terms [4]. Group 3: Use of Proceeds - The net proceeds from the offering will be used to complete Phase 1 of the Black Pearl data center project, including purchasing mining rigs, paying tariffs, and other capital expenditures [6]. - An amendment to the Future Sales and Purchase Agreement with Bitmain Technologies allows for an updated delivery schedule and a 10% cost reduction for early payment [6]. Group 4: Concurrent Offering - Morgan Stanley will conduct a concurrent delta offering of Cipher's common stock to facilitate hedging transactions for purchasers of the notes [7]. - The completion of both the notes offering and the concurrent delta offering is interdependent [7]. Group 5: Regulatory Compliance - The offerings are made under an effective shelf registration statement with the SEC, and detailed information will be provided in prospectus supplements [8]. Group 6: Company Overview - Cipher focuses on developing and operating industrial-scale data centers for bitcoin mining and high-performance computing (HPC) hosting, aiming to be a market leader in innovation [10].