- Current report filing (8-K)
03 December 2010 - 9:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): November 29, 2010
Angiotech Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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British Columbia
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000-30334
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98-0226269
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS. Employer
Identification No.)
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1618 Station Street Vancouver, BC,
Canada V6A 1B6
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (604) 221-7676
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Agreement to Amend the Recapitalization Support Agreement
On November 29,
2010, Angiotech Pharmaceuticals, Inc. (Angiotech or the Company) and certain of its subsidiaries entered into the Agreement to Amend the Recapitalization Support Agreement (the Extension Agreement) with the
holders (the Consenting Noteholders) of approximately 76% of the principal amount outstanding of its 7.75% Senior Subordinated Notes due 2014 (the Subordinated Notes) to extend certain deadlines outlined in the previously
announced Recapitalization Support Agreement (the Support Agreement), which Angiotech and the Consenting Noteholders executed on October 29, 2010.
Under the Extension Agreement, the date by which the Company must commence the exchange offer contemplated by the Support Agreement (the Exchange Offer) has been extended to December 15,
2010. Additionally, the date by which greater than 98% of the outstanding Subordinated Notes must consent to the Exchange Offer has been extended to January 21, 2011. All other deadlines in the Support Agreement with respect to the Exchange
Offer have similarly been extended by approximately two weeks.
The above description of the Extension Agreement does not purport to be a
complete statement of the parties rights and obligations under the Extension Agreement or the Support Agreement. The above description of the Extension Agreement is qualified in its entirety by reference to the Extension Agreement, a copy of
which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The above description of the Support Agreement is qualified in its entirety by reference to the Support Agreement, a copy of which is
attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 2, 2010. Any information disclosed in this Current Report on Form 8-K or the exhibits hereto shall not be construed as an admission that such information
is material.
Agreement to Amend the Floating Rate Note Support Agreement
On November 29, 2010, the Company, certain of its subsidiaries and holders (the FRN Noteholders) of approximately 53% of the principal
amount outstanding of the Companys existing Senior Floating Rate Notes due 2013 (the Existing Floating Rate Notes) entered into the Agreement to Amend the Floating Rate Note Support Agreement (the FRN Extension
Agreement) to extend the date by which Angiotech agreed to commence the exchange offer outlined in the previously announced Floating Rate Note Support Agreement, which Angiotech and approximately 51% of the FRN Noteholders executed on
October 29, 2010 (the FRN Support Agreement). Pursuant to the FRN Extension Agreement, the date by which Angiotech must commence the exchange offer has been extended to December 15, 2010.
Under the terms of the FRN Support Agreement, Angiotech will offer to exchange Existing Floating Rate Notes for new floating rate notes (the New
Floating Rate Notes). The exchange offer will be open to all qualifying holders of the Existing Floating Rate Notes. New Floating Rate Notes will be secured by a second lien over the assets, property and undertaking of the Company and certain
of its subsidiaries and will otherwise be issued on substantially the same terms and conditions as the Existing Floating Rate Notes other than amendments to certain covenants in respect of the incurrence of additional indebtedness and the
definitions of permitted liens and change of control.
The above description of the FRN Extension Agreement does not purport to be a complete
statement of the parties rights and obligations under the FRN Extension Agreement or the FRN Support Agreement. The above description of the FRN Extension Agreement is qualified in its entirety by reference to the FRN Extension Agreement, a
copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference. The above description of the FRN Support Agreement is qualified in its entirety by reference to the FRN Support Agreement, a copy
of which is attached as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 2, 2010. Any information disclosed in this Current Report on Form 8-K or the exhibits hereto shall not be construed as an admission that such
information is material.
Supplemental Indenture
On November 29, 2010, the Company and U.S. Bank National Association, as successor trustee under the Companys subordinated note indenture,
dated as of March 23, 2006 (as amended, supplemented or otherwise modified from time to time, the Subordinated Note Indenture), with the consent of at least a majority in aggregate principal amount outstanding of the Subordinated
Notes, executed a supplement to the Subordinated Note Indenture (the Supplemental Indenture). The Supplemental Indenture extends the grace period for payment of interest due on the Subordinated Notes from 60 days to 90 days prior to the
occurrence of an Event of Default. The Subordinated Note Indenture was previously amended on October 29, 2010 to extend the grace period for payment of interest due on the Subordinated Notes from 30 days to 60 days prior to the occurrence of an
Event of Default. Angiotech expects that it will require an additional extension in order to complete the recapitalization transaction.
The
above description of the Supplemental Indenture does not purport to be a complete statement of the parties rights and obligations thereunder and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference. Any information disclosed in this Current Report on Form 8-K or the exhibits hereto shall not be construed as an admission that such information is
material.
On December 2, 2010,
the Company issued a press release announcing the entry into the Extension Agreement and the FRN Extension Agreement described in Item 1.01. A copy of the Companys press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
On December 2, 2010, the Company issued a press release regarding the grant of a preliminary injunction in connection with the Rex
Medical L.P. litigation. A copy of the Companys press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed herewith:
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Exhibit
Number
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Description
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10.1
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Agreement to Amend the Recapitalization Support Agreement, dated November 29, 2010, among Angiotech Pharmaceuticals, Inc., and the holders of senior subordinated notes signatory
thereto.
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10.2
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Agreement to Amend the Floating Rate Note Support Agreement, dated November 29, 2010, among Angiotech Pharmaceuticals, Inc., and the holders of floating rate notes signatory
thereto.
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10.3
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Supplemental Indenture, dated November 29, 2010, between Angiotech Pharmaceuticals, Inc. and U.S. Bank National Association, relating to the Companys 7.75% Subordinated
Notes.
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99.1
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Press Release, dated December 2, 2010.
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99.2
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Press Release, dated December 2, 2010.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Angiotech Pharmaceuticals, Inc.
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(Registrant)
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Dated: December 2, 2010
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By:
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S
/ K. T
HOMAS
B
AILEY
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Name:
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K. Thomas Bailey
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Agreement to Amend the Recapitalization Support Agreement, dated November 29, 2010, among Angiotech Pharmaceuticals, Inc., and the holders of senior subordinated notes signatory
thereto.
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10.2
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Agreement to Amend the Floating Rate Note Support Agreement, dated November 29, 2010, among Angiotech Pharmaceuticals, Inc., and the holders of floating rate notes signatory
thereto.
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10.3
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Supplemental Indenture, dated November 29, 2010, between Angiotech Pharmaceuticals, Inc. and U.S. Bank National Association, relating to the Companys 7.75% Subordinated
Notes.
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99.1
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Press Release, dated December 2, 2010.
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99.2
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Press Release, dated December 2, 2010.
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