Assertio Announces Exchange Offer of $30 Million of its Currently Outstanding 6.50% Convertible Senior Notes Due 2027
Assertio Holdings, Inc. (“Assertio”) (NASDAQ: ASRT), a specialty
pharmaceutical company offering differentiated products to
patients, today announced it has entered into separate, privately
negotiated exchange agreements (the “Exchange Agreements”) with a
limited number of holders of Assertio’s currently outstanding 6.50%
Convertible Senior Notes due 2027 (the “Exchanged Notes”).
“Our preliminary 2022 results reported earlier
this week demonstrated strong cash flows from operations, leading
to this opportunity to improve our balance sheet even as we
continue to evaluate new growth opportunities,” said Dan Peisert,
Chief Executive Officer. “These transactions reduce our overall
debt by $30.0 million, or 42.9%, while consuming only $10.5 million
in cash. In addition, the transactions will save the Company $2.0
million in annual interest payments, reduce the potential dilution
from the exchanged convertible notes by 4.6%, and will be accretive
to our diluted EPS by $0.02 in 2023.”
Pursuant to the Exchange Agreements, Assertio
will exchange $30.0 million aggregate principal amount of Exchanged
Notes for a combination of (a) a cash payment and (b) an agreed
number of shares of Assertio’s common stock. Assertio will pay an
aggregate of $10.5 million in cash and issue an aggregate of
approximately 7.0 million shares of its common stock in the
transactions. Assertio will not receive any cash proceeds from the
issuance of the shares of its common stock.
The transactions are subject to customary
closing conditions and are expected to close on February 27, 2023.
The shares of Assertio’s common stock will be issued in private
placements exempt from registration in reliance on Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities
Upon completion of the transactions, Assertio
expects to have $40.0 million aggregate principal remaining
outstanding on its 6.50% Convertible Senior Notes due 2027.
SVB Securities LLC acted as Sole Exchange Agent
and Financial Advisor to Assertio in connection with the
transactions and Gibson, Dunn & Crutcher LLP acted as legal
counsel to Assertio.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Assertio is a specialty pharmaceutical company offering
differentiated products to patients utilizing a non-personal
promotional model. We have built and continue to build our
commercial portfolio by identifying new opportunities within our
existing products as well as acquisitions or licensing of
additional approved products. To learn more about Assertio, visit
Forward Looking Statements
Statements in this communication that are not
historical facts are forward-looking statements that reflect
Assertio's current expectations, assumptions and estimates of
future performance and economic conditions. These forward-looking
statements are made in reliance on the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements relate to, among other things, the
preliminary, unaudited financial results included in this press
release, future events or the future performance or operations of
Assertio, including our ability to realize the benefits from our
operating model, successfully acquire and integrate new assets and
explore new business development initiatives. All statements other
than historical facts may be forward-looking statements and can be
identified by words such as "anticipate," "believe," "could,"
"design," "estimate," "expect," "forecast," "goal," "guidance,"
"imply," "intend," "may", "objective," "opportunity," "outlook,"
"plan," "position," "potential," "predict," "project,"
"prospective," "pursue," "seek," "should," "strategy," "target,"
"would," "will," "aim" or other similar expressions that convey the
uncertainty of future events or outcomes and are used to identify
forward-looking statements. Such forward-looking statements are not
guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond the
control of Assertio, including the risks described in Assertio's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed
with the U.S. Securities and Exchange Commission ("SEC") and in
other filings Assertio makes with the SEC from time to time.
Investors and potential investors are urged not to place undue
reliance on forward-looking statements in this communication, which
speak only as of this date. While Assertio may elect to update
these forward-looking statements at some point in the future, it
specifically disclaims any obligation to update or revise any
forward-looking-statements contained in this press release whether
as a result of new information or future events, except as may be
required by applicable law.
Matt KrepsDarrow Associates Investor
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