Ionis Pharmaceuticals, Inc. (NASDAQ: IONS) has announced its intention to offer $700.0 million aggregate principal amount of convertible senior notes due 2030 in a private placement. The company also plans to grant the initial purchasers of the notes an option to buy up to an additional $70.0 million principal amount of notes.
The notes will be general unsecured obligations of Ionis and will accrue interest payable semiannually in arrears. Upon conversion, Ionis will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. The interest rate, initial conversion rate, and other terms of the notes will be determined at the time of pricing of the offering.
Ionis intends to use the net proceeds from the offering for repurchases of its 0% convertible senior notes due 2026. This includes potential repurchases of the 2026 notes concurrently with the pricing of the notes in the offering, and the repayment of any remaining 2026 notes at maturity. Any remaining net proceeds will be used for general corporate purposes.
The company may also enter into one or more separate and individually negotiated transactions with holders of the 2026 notes to repurchase a portion of the 2026 notes on terms to be negotiated with each holder (each, a “concurrent note repurchase transaction”).
In connection with any repurchase of the 2026 notes, Ionis expects that holders of the 2026 notes who agree to have their 2026 notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions by purchasing Ionis’ common stock and/or entering into or unwinding various derivative transactions with respect to Ionis’ common stock.
The notes and any shares of Ionis’ common stock issuable upon conversion of the notes have not been and will not be registered under the securities act, any state securities laws, or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the securities act and other applicable securities laws.
Ionis Pharmaceuticals, Inc. is a leader in RNA-targeted medicines and has a leading pipeline in neurology, cardiometabolic, and other areas of high patient need. The company has been inventing medicines for three decades and continues to drive innovation in RNA therapies and gene editing. Today the company's shares have moved 2.57% to a price of $73.39. Check out the company's full 8-K submission here.
