TetraLogic Announces Pricing of $47 Million Offering of Convertible Notes
June 17 2014 - 8:05PM
TetraLogic Pharmaceuticals Corporation (Nasdaq:TLOG) (the
"Company") announced the pricing of its offering of $47 million in
aggregate principal amount of its 8% Convertible Senior Notes due
2019 (the "Notes") in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act").
When issued, the Notes will be the Company's unsecured and
unsubordinated obligations and will rank senior in right of payment
to all of the Company's indebtedness that is expressly subordinated
in right of payment to the Notes; rank equal in right of payment to
any of the Company's unsecured liabilities that are not so
subordinated; be effectively subordinated to any of the Company's
future secured indebtedness to the extent of the value of the
assets securing such indebtedness; and rank structurally junior to
all future indebtedness and liabilities of the Company's
subsidiaries.
The Notes will bear interest at a rate of 8.00% per annum,
payable in cash semi-annually in arrears on June 15 and December 15
of each year, beginning on December 15, 2014. The Notes will mature
on June 15, 2019, unless earlier repurchased or converted. The
Company will not have the right to redeem the Notes prior to
maturity. Prior to February 15, 2019, the Notes will be convertible
in whole or in part at the option of holders only upon satisfaction
of certain conditions and during certain periods, and, thereafter,
at any time until the close of business on the business day
immediately preceding the maturity date. Upon conversion, the
Company will deliver for each $1,000 principal amount of converted
notes a number of shares of its common stock initially equal to
148.3019 shares of the Company's common stock (which is equivalent
to an initial conversion price of approximately $6.74 per share of
common stock). The conversion rate will be subject to adjustment
upon the occurrence of certain specified events but will not be
adjusted for accrued and unpaid interest. If the Company obtains
stockholder approval in accordance with applicable NASDAQ rules,
the Company will settle conversions of the Notes by paying or
delivering, as the case may be, cash, shares of its common stock,
or a combination of cash and shares of its common stock, at its
election. Upon the occurrence of a "fundamental change", holders
will have the right to require the Company to purchase all or a
portion of their Notes for cash at a price equal to 100% of the
principal amount of the Notes to be purchased plus any accrued and
unpaid interest.
The Company estimates that the net proceeds from this offering
will be approximately $44 million after deducting the initial
purchasers' discounts and commissions and the estimated offering
expenses. The Company intends to use the net proceeds from this
offering to finance clinical and preclinical development activities
for birinapant and suberohydroxamic acid phenyl ester (SHAPE), for
potential future in-licensing and for working capital and general
corporate purposes, which may include payment of interest and
acquisitions. The offering is expected to close on June 23, 2014,
subject to customary closing conditions.
Neither the Notes nor the common stock that may be issued upon
conversion thereof will be registered under the Securities Act or
any state securities laws. Neither the Notes nor the common stock
that may be issued upon conversion thereof may be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
About TetraLogic
TetraLogic is a clinical-stage biopharmaceutical company focused
on discovering and developing novel small molecule therapeutics in
oncology and infectious diseases. TetraLogic has two clinical-stage
product candidates in development: birinapant and SHAPE. Birinapant
is currently being tested in Phase 1 and Phase 2 clinical trials
for hematological malignancies and solid tumors. SHAPE is entering
Phase 2 trials for early-stage Cutaneous T-Cell Lymphoma.
Forward Looking Statements
Some of the statements in this release are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act of 1995, which involve
risks and uncertainties. These statements relate to future events
or TetraLogic's pre-clinical and clinical development of
birinapant, SHAPE and other clinical programs, future expectations,
plans and prospects. Although TetraLogic believes that the
expectations reflected in such forward-looking statements are
reasonable as of the date made, expectations may prove to have been
materially different from the results expressed or implied by such
forward-looking statements. TetraLogic has attempted to identify
forward-looking statements by terminology including ''believes,''
''estimates,'' ''anticipates,'' ''expects,'' ''plans,''
''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,''
''might,'' ''will,'' ''should,'' ''approximately'' or other words
that convey uncertainty of future events or outcomes to identify
these forward-looking statements. These statements are only
predictions and involve known and unknown risks, uncertainties, and
other factors, including those discussed under the heading "Risk
Factors" in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 19, 2014 and in our
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 8, 2014. Any forward-looking statements
contained in this release speak only as of its date. We undertake
no obligation to update any forward-looking statements contained in
this release to reflect events or circumstances occurring after its
date or to reflect the occurrence of unanticipated events.
CONTACT: Company Contact:
Pete A. Meyers
Chief Financial Officer and Treasurer
TetraLogic Pharmaceuticals Corporation
(610) 889-9900, x103
pete.meyers@tlog.com
Investor Relations Contact:
Ami Bavishi
Burns McClellan, Inc.
(212) 213-0006
abavishi@burnsmc.com
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