Ligand is a biopharmaceutical company enabling scientific advancement through supporting the clinical development of high-value medicines. Ligand does this by providing financing, licensing its technologies or both. Ligand's business model seeks to generate value for stockholders by creating a diversified portfolio of biotech and pharmaceutical product revenue streams that are supported by an efficient and low corporate cost structure. Ligand's goal is to offer investors an opportunity to participate in the ...

Core Viewpoint - Ligand Pharmaceuticals plans to offer $400 million in convertible senior notes due 2030, with an option for an additional $60 million, to qualified institutional buyers, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be general unsecured, senior obligations of Ligand, accruing interest payable semiannually starting April 1, 2026, and maturing on October 1, 2030 [2]. - Upon conversion, Ligand will pay cash up to the principal amount and may pay or deliver cash, shares, or a combination for any excess obligation [2]. - The interest rate, initial conversion rate, and other terms will be determined at the time of pricing [2]. Group 2: Use of Proceeds - Ligand intends to use part of the net proceeds to cover costs related to convertible note hedge transactions and to repurchase up to $30 million of its common stock [3]. - Remaining proceeds will be allocated for general corporate purposes, including potential investments in complementary businesses, although no commitments currently exist [3]. Group 3: Hedge and Warrant Transactions - Ligand expects to enter into convertible note hedge transactions to reduce potential dilution from the conversion of notes and offset cash payments exceeding the principal amount [4]. - Warrant transactions will involve issuing warrants to purchase common stock, which could have a dilutive effect if the market price exceeds the strike price [4]. - Initial hedging activities may influence the market price of Ligand's common stock and the notes [5][6]. Group 4: Market Impact - The activities of option counterparties in establishing hedges may affect the market price of Ligand's common stock and the notes, potentially impacting conversion and the value of shares received upon conversion [5][6]. - Repurchases of common stock from purchasers of the notes could influence the market price prior to or shortly after the pricing of the notes [7]. Group 5: Regulatory Considerations - The notes and warrants will only be offered to qualified institutional buyers under Rule 144A of the Securities Act, and they have not been registered under the Securities Act [8].