Ascendis Pharma calls for redemption of $575 million convertible notes
Ascendis Pharma A/S (NASDAQ: ASND) announced it has called all $575 million of its outstanding 2.25% Convertible Senior Notes due 2028 for redemption on May 6, 2026.
The redemption was triggered after the company's share price exceeded 130% of the conversion price for at least 20 trading days during a 30-day period ending April 21, 2026, according to terms outlined in the indenture agreement with U.S. Bank Trust Company.
The redemption price will equal 100% of the principal amount plus accrued interest, totaling approximately $1,002.19 per $1,000 of notes. Interest will stop accruing after the redemption date unless Ascendis defaults on payment.
Noteholders may convert their securities into ordinary shares before 5:00 p.m. New York time on May 4, 2026. The current conversion rate stands at 6.0118 ordinary shares per $1,000 principal amount, equivalent to a conversion price of approximately $166.34 per share. If all notes convert, up to 3,456,785 ordinary shares would be issued.
The redemption notice constitutes a "Make-Whole Fundamental Change" under the indenture, increasing the conversion rate to 6.3232 ordinary shares per $1,000 during the make-whole period from April 21 through May 4, 2026. This enhanced rate equals a conversion price of approximately $158.15 per share and could result in up to 3,635,840 ordinary shares if all notes convert during this period.
The notes, identified by CUSIP No. 04351P AD3, were originally issued under an indenture dated March 29, 2022. Payment will be processed through The Depository Trust Company for notes held in book-entry form.
