This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

InterMune Announces Pricing Of Concurrent Public Offerings Of $105,000,000 Principal Amount Of Convertible Senior Notes And 13,500,000 Shares Of Common Stock

Stocks in this article: ITMN

BRISBANE, Calif., Jan. 16, 2013 /PRNewswire/ -- InterMune, Inc. (Nasdaq: ITMN) today announced that it has agreed to sell an aggregate of $105,000,000 principal amount of its 2.50% convertible senior notes due 2017 and 13,500,000 shares of its common stock at a price to the public of $9.90 per share in concurrent underwritten public offerings.  InterMune has granted the underwriters 30-day options to purchase up to an additional $15,750,000 aggregate principal amount of convertible senior notes and up to an additional 2,025,000 shares of common stock in connection with the offerings.  InterMune estimates aggregate net proceeds from the concurrent offerings to be approximately $228.1 million (assuming no exercise of the underwriters' options to purchase additional convertible senior notes and shares of common stock), after deducting underwriting discounts and commissions and estimated offering expenses.  InterMune currently intends to use the net proceeds from the offerings to repay at maturity or earlier repurchase its outstanding 5.00% convertible senior notes due 2015.  The Company currently has received commitments from certain holders of the outstanding 5.00% convertible senior notes to allow the Company to repurchase approximately $50 million of the 2015 notes.  Proceeds from the offerings may also be used to fund the commercialization of Esbriet® (pirfenidone), to fund InterMune's ASCEND trial and for general corporate purposes, which may include funding research and development, and working capital. InterMune may also use a portion of the net proceeds for capital expenditures or for acquisitions or investments in complementary businesses, products and technologies.

(Logo:  http://photos.prnewswire.com/prnh/20120827/SF62570LOGO)

The convertible senior notes will bear interest at a rate of 2.50% per year, payable on June 15 and December 15 of each year, commencing on June 15, 2013.  The convertible senior notes will mature on December 15, 2017.  Upon conversion, holders of the convertible senior notes may receive cash, shares of InterMune's common stock or a combination of cash and shares of InterMune's common stock, at InterMune's election.  If InterMune undergoes a "fundamental change" (as defined in the prospectus supplement relating to the convertible senior notes), holders of the convertible senior notes will have the option to require InterMune to repurchase all or any portion of their notes at 100% of par, plus accrued and unpaid interest up to, but not including, the repurchase date. 

Holders may convert their notes at their option prior to the close of business on the business day immediately preceding September 15, 2017, but only under certain circumstances.  On or after September 15, 2017 until the close of business on the second scheduled trading day prior to the maturity date, holders may convert their notes at any time.  The initial conversion rate for each $1,000 aggregate principal amount of convertible senior notes is 77.7001 shares of common stock, equivalent to a conversion price of approximately $12.87 per share, which represents a premium of approximately 30% to the public offering price of InterMune's shares in the concurrent common stock offering.

On or after June 20, 2015, InterMune may redeem for cash all or part of the convertible senior notes at 100% of par (plus accrued and unpaid interest up to, but not including, the redemption date) if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for 20 or more trading days in a period of 30 consecutive trading days ending within the 10 trading days immediately prior to the date of the redemption notice.

Goldman, Sachs & Co. and J. P. Morgan Securities LLC are acting as joint book-running managers of these offerings.  Canaccord Genuity, Inc., Leerink Swann LLC, Wells Fargo Securities, LLC and William Blair & Company, L.L.C. are acting as co-managers of the common stock offering.  The common stock offering and the convertible senior notes offering are being conducted as separate public offerings by means of separate prospectus supplements filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission (SEC) on Form S-3.  Neither of these offerings is contingent upon the consummation of the other.  InterMune expects to close these transactions on or about January 22, 2013, and each closing is subject to satisfaction of customary closing conditions.  Before investing in either offering, interested parties may read the prospectus supplement and the accompanying prospectus for such offering and the other documents InterMune has filed with the SEC, which are incorporated by reference in the prospectus supplements and the accompanying prospectus and provide more complete information about InterMune and the offerings.  Copies of the preliminary prospectus supplements and the accompanying prospectus relating to each offering may be obtained, when available, from Goldman, Sachs & Co. (Attn: Prospectus Department, 200 West Street, New York, New York 10282, Fax: 212-902-9316 or Email at prospectus-ny@ny.email.gs.com or by calling 1-866-471-2526) or J.P. Morgan Securities LLC (c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 866-803-9204).  Electronic copies of the prospectus supplements may be obtained by visiting EDGAR on the SEC's website at http://www.sec.gov/.

This announcement does not constitute an offer to sell or a 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.  This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended.  Any offer, if at all, will be made only by means of a prospectus supplement and the accompanying prospectus, forming a part of the effective registration statement.

1 of 2

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 16,461.32 -153.49 -0.92%
S&P 500 1,927.11 -14.17 -0.73%
NASDAQ 4,382.8470 -36.6310 -0.83%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs