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PDL BioPharma Announces Proposed $250 Million Public Offering Of New Convertible Senior Notes Due 2018





INCLINE VILLAGE, Nev., Feb. 5, 2014 /PRNewswire/ -- PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) announced today that it intends to offer, subject to market and other conditions, $250 million aggregate principal amount of new convertible senior notes due February 1, 2018 (notes) under the Company's shelf registration statement filed with the U.S. Securities and Exchange Commission (SEC) on June 21, 2013.  RBC Capital Markets and Wells Fargo Securities are acting as joint book-running managers for the notes offering.  The Company also expects to grant the underwriters a 15-day overallotment option to purchase up to an additional $37.5 million aggregate principal amount of notes on the same terms and conditions.

(Logo: http://photos.prnewswire.com/prnh/20110822/SF55808LOGO)

The notes will be senior unsecured obligations of the Company and interest will be payable semi-annually.  The notes may be converted at the option of the holders, under certain circumstances and during certain periods, into cash and, if applicable, shares of the Company's common stock.  The notes will be net share settled upon conversion such that the Company will deliver cash equal to the lesser of the aggregate principal amount of notes to be converted and the Company's total conversion obligation, plus shares for the remainder, if any, of the conversion obligation.  The interest rate, conversion rate, offering price and other terms of the notes will be determined by the Company and the underwriters.

In connection with the offering of the notes, the Company expects to enter into privately negotiated convertible note hedge transactions with one or more of the underwriters (and/or their respective affiliates) (the "hedge counterparties").  The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of the Company's common stock that will initially underlie the notes, and are intended to reduce the dilutive impact of the conversion feature of the notes on the Company's outstanding shares of common stock.  The Company also expects to enter into privately negotiated warrant transactions with the hedge counterparties initially relating to the same number of shares of the Company's common stock.  The warrant transactions could separately have a dilutive effect to the extent that the market price per share of the Company common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants.  In addition, if the underwriters exercise their overallotment option to purchase additional notes, the Company expects to enter into additional convertible note hedge transactions and additional warrant transactions with the hedge counterparties covering the number of shares underlying such additional notes.

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