MannKind Corporation Prices Upsized $200.0 Million Convertible Senior Notes Offering
March 02 2021 - 5:30AM
MannKind Corporation (Nasdaq:
MNKD) today announced the pricing of $200.0 million
aggregate principal amount of 2.50% Convertible Senior Notes due
2026 (the "notes") in a private placement (the "offering") to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). MannKind
also granted the initial purchasers of the notes an option to
purchase, within a 13-day period beginning on, and including, the
date on which the notes are first issued, up to an additional $30.0
million aggregate principal amount of notes. The sale of the notes
is expected to close on March 4, 2021, subject to customary closing
conditions.
The notes will be general unsecured obligations of MannKind and
will accrue interest at a rate of 2.50% per annum, payable
semiannually in arrears on March 1 and September 1 of each year,
beginning on September 1, 2021. The notes will mature on March 1,
2026, unless earlier converted, redeemed or repurchased.
Before December 1, 2025, holders will have the right to convert
their notes only upon the occurrence of certain events. From and
after December 1, 2025, until the close of business on the business
day immediately preceding the maturity date, holders will have the
right to convert all or any portion of their notes at their
election. Upon conversion, MannKind will pay or deliver, as the
case may be, cash, shares of MannKind’s common stock or a
combination of cash and shares of MannKind’s common stock, at its
election. The initial conversion rate is 191.8281 shares of common
stock per $1,000 principal amount of notes, which represents an
initial conversion price of approximately $5.21 per share of common
stock. The initial conversion price represents a premium of
approximately 30% over the last reported sale of $4.01 per share of
MannKind’s common stock on March 1, 2021. The conversion rate and
conversion price will be subject to adjustment upon the occurrence
of certain events.MannKind may not redeem the notes prior to March
6, 2024. MannKind may redeem for cash all or any portion of the
notes (subject to certain limitations), at its option, on or after
March 6, 2024 and prior to the 36th scheduled trading day
immediately preceding the maturity date, if the last reported sale
price of MannKind’s common stock has been at least 130% of the
conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on,
and including, the trading day immediately preceding the date on
which MannKind provides notice of redemption at a redemption price
equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date.
If a “fundamental change” (as defined in the indenture for the
notes) occurs, then, subject to limited exceptions, holders may
require MannKind to repurchase their notes for cash. The repurchase
price would be equal to the principal amount of the notes to be
repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the applicable repurchase date.
MannKind estimates that the net proceeds from the offering will
be approximately $193.8 million (or approximately $222.9 million if
the initial purchasers fully exercise their option to purchase
additional notes), after deducting the initial purchasers’
discounts and commissions and estimated offering expenses. MannKind
intends to use the net proceeds from this offering for working
capital and other general corporate purposes, including a Phase 3
clinical trial of Afrezza in pediatric subjects and further
development of product candidates in MannKind’s pipeline. MannKind
may also use a portion of the proceeds from this offering to pay
down a portion of existing debt or for acquisitions or strategic
investments in complementary businesses or technologies, although
MannKind does not currently have any plans for any such debt
repayment, acquisitions or investments.The notes and any shares of
MannKind’s common stock issuable upon conversion of the notes have
not been and will not be registered under the Securities Act, any
state securities laws or the securities laws of any other
jurisdiction, and unless so registered, may not be offered or sold
in the United States absent registration or an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and other applicable securities
laws.This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification thereof under the
securities laws of any such state or jurisdiction.
About MannKind Corporation
MannKind Corporation (Nasdaq: MNKD) focuses
on the development and commercialization of inhaled therapeutic
products for patients with endocrine and orphan lung
diseases. MannKind is currently commercializing Afrezza®
(insulin human) Inhalation Powder, the Company’s first FDA-approved
product and the only inhaled ultra rapid-acting mealtime insulin
in the United States, where it is available by prescription
from pharmacies nationwide. Afrezza is also available by
prescription in Brazil where it is commercialized by the
Company’s partner Biomm SA. MannKind is
headquartered in Westlake Village, California, and has a
state-of-the art manufacturing facility in Danbury,
Connecticut. The Company also employs field sales and medical
representatives across the U.S.
Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties, including statements regarding the
anticipated completion and timing of the offering and MannKind’s
expected use of proceeds from the offering. Words such as
“believes”, “anticipates”, “plans”, “expects”, “intend”, “will”,
“goal”, “potential” and similar expressions are intended to
identify forward-looking statements. These forward-looking
statements are based upon MannKind’s current expectations. Actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, market
conditions, whether MannKind will be able to satisfy closing
conditions related to the proposed offering, unanticipated uses of
capital, and other risks detailed in MannKind’s filings with
the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the year ended December 31,
2020 and subsequent periodic reports on Form 10-Q and current
reports on Form 8-K. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. All forward-looking statements
are qualified in their entirety by this cautionary statement,
and MannKind undertakes no obligation to revise or update
any forward-looking statements to reflect events or circumstances
after the date of this press release.
Company Contact:818-661-5000ir@mannkindcorp.com
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