Global Blood Therapeutics, Inc. (GBT) (NASDAQ: GBT) today announced
that it intends to offer $250.0 million aggregate principal amount
of its Convertible Senior Notes due 2028 (the “notes”) in a private
offering (the “offering”) to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). GBT also
intends to grant the initial purchasers of the notes a 13-day
option to purchase up to an additional $37.5 million aggregate
principal amount of notes (the “additional notes”). The offering is
subject to market and other conditions, and there can be no
assurance as to whether or when the offering may be completed, or
as to the actual size or terms of the offering.
The notes will be senior, unsecured obligations of GBT, and
interest on the notes will be payable semi-annually in arrears. The
notes will be convertible into cash, shares of GBT’s common stock
or a combination thereof, at GBT’s election. The interest rate,
conversion rate and other terms of the notes are to be determined
upon pricing of the offering.
In connection with the pricing of the notes, GBT expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers of the notes or their respective
affiliates or other financial institutions (the “option
counterparties”). The capped call transactions are expected
generally to reduce potential dilution to GBT’s common stock upon
conversion of any notes and/or offset any potential cash payments
GBT is required to make in excess of the principal amount of
converted notes, as the case may be, with such reduction and/or
offset subject to a cap.
GBT has been advised that, in connection with establishing their
initial hedges of the capped call transactions, the option
counterparties or their respective affiliates expect to purchase
shares of GBT’s common stock and/or enter into various derivative
transactions with respect to GBT’s common stock concurrently with
or shortly after the pricing of the notes. This activity could
increase (or reduce the size of any decrease in) the market price
of GBT’s common stock or the notes at that time.
In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to GBT’s common stock
and/or purchasing or selling GBT’s common stock or other securities
of GBT in secondary market transactions following the pricing of
the notes and prior to the maturity of the notes (and are likely to
do so on each exercise date for the capped call transactions, which
are expected to occur on each trading day during the 30 trading day
period beginning on the 31st scheduled trading day prior to the
maturity date of the notes, or following any termination of any
portion of the capped call transactions in connection with any
repurchase, redemption or early conversion of the notes). This
activity could also cause a decrease or avoid an increase in the
market price of GBT’s common stock or the notes, which could affect
the ability of noteholders to convert the notes and, to the extent
the activity occurs following a conversion or during any
observation period related to a conversion of notes, it could
affect the amount and value of the consideration that noteholders
will receive upon conversion of such notes.
GBT intends to use a portion of the net proceeds from the
offering of notes to pay the cost of the capped call transactions.
If the initial purchasers exercise their option to purchase
additional notes, GBT intends to use a portion of the net proceeds
from the sale of the additional notes to enter into additional
capped call transactions with the option counterparties. GBT
intends to use the remainder of the net proceeds from the offering
for the continued commercialization of Oxbryta® and the clinical
development of Oxbryta® and GBT’s product candidates, and for other
general corporate purposes, which may include potential
acquisitions, investments and strategic transactions.
The notes will only be offered to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. Neither the notes nor the shares of GBT’s common
stock potentially issuable upon conversion of the notes, if any,
have been, or will be, registered under the Securities Act or the
securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States except
pursuant to an applicable exemption from such registration
requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Global Blood Therapeutics
Global Blood Therapeutics, Inc. (GBT) is a biopharmaceutical
company dedicated to the discovery, development and delivery of
life-changing treatments that provide hope to underserved patient
communities. Founded in 2011, GBT is delivering on its goal to
transform the treatment and care of sickle cell disease (SCD), a
lifelong, devastating inherited blood disorder. The company has
introduced Oxbryta® (voxelotor) tablets, the first FDA-approved
medicine that directly inhibits sickle hemoglobin polymerization,
the root cause of red blood cell sickling in SCD. GBT is also
advancing its pipeline program in SCD with inclacumab, a P-selectin
inhibitor in Phase 3 development to address pain crises associated
with the disease, and GBT021601 (GBT601), the company’s
next-generation hemoglobin S polymerization inhibitor. In addition,
GBT’s drug discovery teams are working on new targets to develop
the next wave of potential treatments for SCD.
Forward-Looking Statements
Certain statements in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements containing the words “will,”
“anticipates,” “plans,” “believes,” “forecast,” “estimates,”
“expects,” and “intends,” or similar expressions. These
forward-looking statements are based on GBT’s current expectations
and actual results could differ materially. Statements in this
press release include statements that are not historical facts and
are considered forward-looking within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). GBT intends these
forward-looking statements, including statements regarding the
proposed terms of the notes, the size of the offering, including
the option to purchase additional notes, whether GBT will enter
into, and the extent and potential effects of, the capped call
transactions, the potential dilution to GBT’s common stock, the
potential impact on market price, the potential payments by GBT and
conversion of the notes and the intended use of the proceeds from
the sale of the notes, to be covered by the safe harbor provisions
for forward-looking statements contained in Section 27A of the
Securities Act and Section 21E of the Exchange Act, and GBT makes
this statement for purposes of complying with those safe harbor
provisions. These forward-looking statements reflect GBT’s current
views about its plans, intentions, expectations and strategies,
which are based on the information currently available to GBT and
on assumptions GBT has made. GBT can give no assurance that the
plans, intentions, expectations or strategies will be attained or
achieved, and, furthermore, actual results may differ materially
from those described in the forward-looking statements and will be
affected by a variety of risks and factors that are beyond GBT’s
control, including, without limitation, risks and uncertainties
relating to the COVID-19 pandemic, including the extent and
duration of the impact on GBT’s business, including
commercialization activities, regulatory efforts, research and
development, corporate development activities, and operating
results, which will depend on future developments that are highly
uncertain and cannot be accurately predicted, such as the ultimate
duration of the pandemic, travel restrictions, quarantines, social
distancing, and business closure requirements in the U.S. and in
other countries, and the effectiveness of actions taken globally to
contain and treat the disease; the risks that GBT is continuing to
establish its commercialization capabilities and may not be able to
successfully commercialize Oxbryta; risks associated with GBT’s
dependence on third parties for research, development, manufacture,
distribution, and commercialization activities; government and
third-party payer actions, including those relating to
reimbursement and pricing; risks and uncertainties relating to
competitive treatments and other changes that may limit demand for
Oxbryta; the risks regulatory authorities may require additional
studies or data to support continued commercialization of Oxbryta;
the risks that drug-related adverse events may be observed during
commercialization or clinical development; data and results may not
meet regulatory requirements or otherwise be sufficient for further
development, regulatory review, or approval; compliance with
obligations under the Pharmakon loan; and the timing and progress
of activities under GBT’s collaboration, license and distribution
agreements; along with those risks set forth in GBT’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2020, and in
GBT’s most recent Quarterly Report on Form 10-Q filed with the U.S.
Securities and Exchange Commission (the “SEC”), as well as
discussions of potential risks, uncertainties, and other important
factors in GBT’s subsequent filings with the SEC. Except as
required by law, GBT assumes no obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contact: Steven
Immergut (media)650-410-3258simmergut@gbt.com
Courtney
Roberts (investors)650-351-7881croberts@gbt.com
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