SAN FRANCISCO, July 10, 2012 /PRNewswire/ -- Nektar Therapeutics (Nasdaq: NKTR) today announced the private placement of $125 million of 12.0% Senior Secured Notes Due in 2017 in an offering exempt from the registration requirements of the Securities Act of 1933. Nektar intends to use the net proceeds from the offering of the Senior Secured Notes towards the repayment of its Convertible Subordinated Notes due September 28, 2012. The sale of the Senior Secured Notes is expected to close on July 11, 2012, subject to customary closing conditions.
"Today's $125 million secured notes placement, combined with the royalty sale we completed in the first quarter, significantly strengthens our cash position with no dilution to our shareholders," said Howard W. Robin, President and Chief Executive Officer of Nektar. "After repayment of all of our outstanding convertible debt, we expect to have approximately $300 million in cash and equivalents at the end of 2012, which should provide Nektar with multiple years of working capital."
The notes are callable by Nektar beginning in July 2015, subject to certain prepayment premiums and conditions. The Senior Secured Notes are not subject to financial performance targets. For further details on the terms and conditions of the Senior Secured Notes, please refer to the Form 8-K which is expected to be filed with the Securities and Exchange Commission following the anticipated close of the transaction on July 11, 2012.
The Senior Secured Notes and related note guarantees to be offered will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy such notes or note guarantees and is issued in accordance Rule 135c under the Securities Act.Nektar's cash, cash equivalents, and investments at March 31, 2012 were approximately $499 million. This does not include the proceeds from the anticipated closing of the Senior Secured Notes offering. The company reiterates its financial guidance for 2012 cash used in operations (plus capital expenditures) of between $130 million and $140 million. Cowen and Company, LLC and CRT Capital Group LLC served as initial purchasers in the transaction, and O'Melveny & Myers LLP acted as counsel to Nektar. White & Case LLP acted as counsel to Cowen and Company, LLC and CRT Capital Group LLC.