UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 11, 2011
United Therapeutics Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-26301 |
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52-1984749 |
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(State or Other |
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(Commission |
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(I.R.S. Employer |
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Jurisdiction of |
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File Number) |
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Identification Number) |
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Incorporation) |
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1040 Spring Street |
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Silver Spring, MD |
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20910 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (301) 608-9292
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
On October 11, 2011, United Therapeutics Corporation (“United Therapeutics”) issued a press release (the “Launch Press Release”) announcing its intention to offer, subject to market and other conditions, $210 million aggregate principal amount of Convertible Senior Notes due 2016 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The company also announced that its Board of Directors has authorized a share repurchase program of up to $300 million in common stock, including an accelerated share repurchase program whereby United Therapeutics will repurchase a variable number of shares of its common stock. A copy of the press release is attached hereto as Exhibit 99.1.
On October 12, 2011, United Therapeutics issued a press release (the “Pricing Press Release”) announcing the pricing of its private offering of $210 million aggregate principal amount of Notes. On the same date, the initial purchaser of the private offering exercised in full its option to purchase up to an additional $40 million aggregate principal amount of Notes to cover over-allotments, bringing the total amount of Notes to be issued to $250 million. The offering is expected to close on October 17, 2011, subject to certain closing conditions. A copy of the press release is attached hereto as Exhibit 99.2.
The information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Exhibits
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(d) Exhibits | ||
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press release dated October 11, 2011 |
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99.2 |
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Press release dated October 12, 2011 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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UNITED THERAPEUTICS CORPORATION | |
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Dated: October 12, 2011 |
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/s/ Paul A. Mahon |
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Name: |
Paul A. Mahon |
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Title: |
General Counsel |
Exhibit 99.1
For Immediate Release
For Further Information Contact:
Andrew Fisher at (202) 483-7000
Email: Afisher@unither.com
UNITED THERAPEUTICS ANNOUNCES PROPOSED
PRIVATE OFFERING OF $210 MILLION OF CONVERTIBLE SENIOR NOTES AND
AUTHORIZATION OF STOCK REPURCHASE PROGRAM
SILVER SPRING, MD, October 11, 2011: United Therapeutics Corporation (NASDAQ: UTHR) (the “Company”) today announced that it intends to offer, subject to market and other conditions, $210 million aggregate principal amount of convertible senior notes due 2016 to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also expects to grant to the initial purchaser of the notes an option to purchase up to an additional $40 million aggregate principal amount of notes, solely to cover over-allotments, if any. The interest rate, conversion price and other terms of the notes will be determined at the time of pricing of the offering.
In order to reduce the potential dilution of the Company’s common stock upon future conversion of the notes, the Company expects to enter into a convertible note hedge transaction with a financial institution that is an affiliate of the initial purchaser of the notes. The Company also expects to enter into a separate warrant transaction with the same counterparty.
Using the proceeds to the Company from the warrant transaction and the balance of the net proceeds of the offering after purchasing the convertible note hedge, together with cash on hand, the Company intends to repurchase a variable number of shares of its common stock for up to approximately $212 million, pursuant to an accelerated share repurchase agreement to be entered into with an affiliate of the initial purchaser. The accelerated share repurchase will be part of a broader share repurchase program authorized by the Company’s board of directors, for up to $300 million in the Company’s common stock.
The Company has been advised that, in connection with hedging the convertible note hedge, warrant and accelerated share repurchase transactions described above, the Company’s counterparty or its affiliates may purchase Company common stock and enter into various derivative transactions with respect to the Company’s common stock at, and possibly after, the pricing of the notes. These activities could have the effect of increasing or preventing a decline in the price of the Company’s common stock concurrently with and possibly following the pricing of the notes. In addition, such counterparty or its affiliates, may purchase or sell the Company’s common stock in secondary market transactions following the pricing of the notes. The Company has been further advised that the counterparty or its affiliates are likely to modify their respective hedge positions from time to time prior to conversion or maturity of the notes by purchasing and selling shares of the Company’s common stock, other Company securities or other instruments they may wish to use in connection with such hedging. The effect, if any, of any of these transactions and activities on the market price of the Company’s common stock or the notes will depend in part on market conditions and cannot be ascertained at this time, but any
of these activities could adversely affect the value of our common stock and the value of the notes.
The securities to be offered have not been registered under the Securities Act, or any applicable state securities laws, and will be offered only to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. Unless so registered, such securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. [uthr-g]
Forward-looking Statements
Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, (i) the Company’s intention to offer its notes, subject to market and other conditions; (ii) the Company’s expectations regarding granting the initial purchaser an over-allotment option, (iii) the Company’s intention to enter into a convertible note hedge transaction and a warrant transaction and the intention of the counterparty to such transactions and/or its affiliates, to enter into various derivative transactions; (iv) the Company’s intention to use the net proceeds of the offering, together with cash on hand, to enter into an accelerated share repurchase transaction and (v) the Company’s expectations regarding the effect on the price of its common stock from the transactions. These forward-looking statements are subject to certain risks and uncertainties, such as those described in the Company’s periodic and other reports filed with the Securities and Exchange Commission, which could cause actual results to differ materially from anticipated results. Consequently, such forward-looking statements are qualified by the cautionary statements, cautionary language and risk factors set forth in the Company’s periodic reports and documents filed with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company claims the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. The information in this press release is provided as of its date, and the Company assumes no obligation to update or revise the information contained in this press release whether as a result of new information, future events or any other reason.
Exhibit 99.2
For Immediate Release
For Further Information Contact:
Andrew Fisher at (202) 483-7000
Email: Afisher@unither.com
UNITED THERAPEUTICS PRICES
PRIVATE OFFERING OF CONVERTIBLE SENIOR NOTES AND ANNOUNCES CONCURRENT EXERCISE OF OVERALLOTMENT OPTION
SILVER SPRING, MD, October 12, 2011: United Therapeutics Corporation (NASDAQ: UTHR) (the “Company”) today announced the pricing of its previously announced offering of $210 million aggregate principal amount of 1.0% convertible senior notes due 2016 to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company announced that the initial purchaser has exercised in full its option to purchase up to an additional $40 million in aggregate principal amount of notes to cover overallotments, resulting in a total offering size of $250 million aggregate principal amount of notes. The coupon on the notes will be 1.0% per year from the date of issuance, payable semi-annually in arrears. The Company will deliver cash and, in some circumstances, shares of its common stock to satisfy conversions of the notes. The initial conversion rate for the notes will be approximately 20.9688 shares of the Company’s common stock per $1,000 principal amount of notes, which corresponds to the initial conversion price of $47.69 per share of common stock and represents a 20% conversion premium over the last reported sale price of the Company’s common stock on October 11, 2011, which was $39.74 per share. The conversion rate and the conversion price will be subject to adjustment in certain events, such as distributions of dividends or stock splits. The transaction is expected to close on or about October 17, 2011, subject to the satisfaction of various customary closing conditions.
Interest on the notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning March 15, 2012. The notes will mature on September 15, 2016, unless previously converted or repurchased in accordance with their terms prior to such date.
In order to reduce the potential dilution of the Company’s common stock upon future conversion of the notes, it has entered into a convertible note hedge transaction with a financial institution that is an affiliate of the initial purchaser of the notes. The Company also has entered into a separate warrant transaction with the same counterparty. The strike price of the warrant transaction will be $67.56 per share, which represents a premium of 70% over the last reported sale price of the Company’s common stock on October 11, 2011.
Using the net proceeds of the offering and the proceeds to the Company from the warrant transaction, together with cash on hand, the Company entered into an accelerated share repurchase agreement with an affiliate of the initial purchaser to repurchase a variable number of shares of its common stock for $212 million. The accelerated share repurchase agreement contains an early termination option whereby all, or a portion of, the shares would be repurchased prior to the agreement’s scheduled termination. The accelerated share repurchase will be part of a broader share repurchase program authorized by the Company’s board of directors, for up to $300 million in the Company’s common stock.
The securities offered and to be sold have not been registered under the Securities Act, or any applicable state securities laws, and have been or will be offered only to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. Unless so registered, those securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. [uthr-g]
Forward-looking Statements
Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, (i) the Company’s expectations regarding the closing of the offering; (ii) the Company’s statements regarding how purchases may be made under its stock repurchase program and the pace of that activity including the potential early termination of the agreement; and (iii) the effects of the convertible note hedge transaction and the warrant transaction. These forward-looking statements are subject to certain risks and uncertainties, such as those described in the Company’s periodic and other reports filed with the Securities and Exchange Commission, which could cause actual results to differ materially from anticipated results. Consequently, such forward-looking statements are qualified by the cautionary statements, cautionary language and risk factors set forth in the Company’s periodic reports and documents filed with the Securities and Exchange Commission, including the Company’s recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company claims the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. The information in this press release is provided as of its date, and the Company assumes no obligation to update or revise the information contained in this press release whether as a result of new information, future events or any other reason.