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Medivation (MDVN) Prices $225M Convertible Senior Notes Offering

March 14, 2012 6:34 AM EDT
Medivation, Inc. (Nasdaq: MDVN) today announced the pricing of its offering of $225 million aggregate principal amount of 2.625% convertible senior notes due April 1, 2017 registered under the Securities Act of 1933, as amended. Medivation granted the underwriters of the offering a 30-day option to purchase up to $33.75 million aggregate principal amount of additional notes. The offering is expected to close on March 19, 2012, subject to customary closing conditions. Citigroup is the sole book-running manager, and Credit Suisse Securities (USA) LLC, Jefferies & Company, Inc., William Blair & Company, L.L.C., and Leerink Swann LLC are co-managers of the notes offering.

The notes will be general senior unsecured obligations of Medivation, and will pay interest semi-annually in cash at a rate of 2.625 percent per annum on April 1 and October 1 of each year, beginning October 1, 2012. On or after April 6, 2015, the company may redeem for cash all or a part of the notes if the closing sale price of its common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day preceding the date it provides notice of the redemption exceeds 130% of the conversion price in effect on each such trading day, subject to certain conditions. The redemption price will equal 100% of the principal amount of notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Upon the occurrence of a fundamental change prior to the maturity date, holders may require the company to purchase for cash all or a portion of these notes at a purchase price equal to the principal amount of the notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

Prior to the close of business on the business day immediately preceding January 1, 2017, the notes will be convertible only upon certain circumstances. Upon conversion, Medivation will pay or deliver, 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. The initial conversion rate of 9.7586 shares of common stock per $1,000 principal amount of notes is equivalent to a conversion price of approximately $102.47 per share of common stock, which is approximately 43.5% higher than the closing price of Medivation's stock on March 13, 2012. The conversion rate is subject to adjustment in certain events, such as distributions of dividends and stock splits.


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