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 28, 2019
TELIGENT, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-08568 | 01-0355758 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
105 Lincoln Avenue
Buena, New Jersey 08310
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (856) 697-1441
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | TLGT | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure |
On October 28, 2019, Teligent, Inc. (the “Company”) issued a press release announcing the pricing of a private placement of $34,405,000 aggregate principal amount of 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 to qualified institutional buyers. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events |
Strategic Review of Non-Core Assets
On October 1, 2019, the Company issued a press release announcing that the Company had retained a financial advisor to assist with a strategic review of assets that are non-core to the Company’s long-term strategy. The Company further disclosed in this press release that it had undertaken a strategic review of these non-core assets in response to inbound interest and evolving market conditions in respect of these non-core assets. In the press release, Jason Grenfell-Gardner, Chief Executive Officer of the Company, noted that exploring options to monetize certain of these non-core assets was in the best interest of the Company’s stockholders. While the Company will make any determination at the applicable time, the Company’s potential use of proceeds from the sale of these non-core assets would include the repayment of its secured indebtedness and general corporate and working capital purposes. Prior to the initiation of such review, the Company received unsolicited, preliminary, non-binding offers of $60 million for a portion of the Company’s U.S. portfolio of topical products and up to $45 million for certain foreign assets. The Company carefully evaluates the merits of any unsolicited offer it receives, but the Company is not currently positioned to offer any additional updates on the process of its strategic review of any non-core assets or any specific offers or discussions. There can be no assurances that the Company will pursue any unsolicited, preliminary, non-binding offer, and there can be no assurance that, even if the Company were to pursue any such offer, it would be able to complete a transaction on such terms or at all. The Company does not undertake any obligation to provide any updates with respect to any specific offer or any other matter related to the strategic review of its non-core assets, except to the extent required under applicable law.
Highbridge Capital Management
On October 24, 2019, the Company received a letter on behalf of Highbridge Capital Management, LLC as trading manager for Highbridge Tactical Credit Management Fund, L.P. (collectively, “Highbridge”), a significant bondholder of the Company, in which, among other things, Highbridge reviewed its discussions with the Company regarding a potential financing transaction and expressed concern that such transaction would disadvantage Highbridge and other existing bondholders. Highbridge expressed a desire to find a mutually beneficial solution but indicated that it would be willing to exercise its creditors rights, including in an organized fashion with other bondholders. The Company believes Highbridge’s concerns are without merit and, should any claims be made, intends to defend them vigorously.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit Description |
| 99.1 | Press Release issued October 28, 2019, furnished herewith |
SIGNATURES
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.
|
TELIGENT, INC. | |||
| Date: October 29, 2019 | By: |
/s/ Jason Grenfell-Gardner | |
| Name: | Jason Grenfell-Gardner | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
Teligent Announces the Pricing of $34.4 Million of Series B Senior Convertible Notes
Buena, N.J., OCTOBER 28, 2019 (GLOBENEWSWIRE) -- Teligent, Inc. (NASDAQ: TLGT) (“Teligent” or the “Company”), a New Jersey-based specialty generic pharmaceutical company, announced the pricing of $34,405,000 aggregate principal amount of its 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 (the “New 2023 Notes”). It is expected that the offering will close on or about October 31, 2019, subject to customary closing conditions.
The gross cash proceeds of approximately $29,275,000 from the offering will be used to extinguish the Company’s outstanding Convertible 3.75% Senior Notes due December 2019, pay interest upon other indebtedness, and to fund general corporate and working capital requirements.
In addition, the Company has entered into agreements with certain holders of the Company’s 4.75% Convertible Senior Notes due May 2023 (the “Existing 2023 Notes”), where such holders will exchange their Existing 2023 Notes for approximately $5,130,000 in aggregate principal amount of New 2023 Notes upon the terms of such agreements.
Interest on the New 2023 Notes will accrue at the rate of 7.0% for interest payments made in cash and at 8.0% for interest payments paid in the form of additional principal amount on such notes (“in-kind”). In each case, interest is payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020. The New 2023 Notes mature in May 2023.
The New 2023 Notes will be convertible at the option of the holder at any time prior to maturity at an initial conversion price of $0.72 per share, subject to adjustment under certain circumstances. In the event that Teligent undergoes a “fundamental change,” holders of New 2023 Notes may require Teligent to purchase for cash all or any portion of the New 2023 Notes at the fundamental change purchase price equal to 100% of the principal amount of notes being repurchased plus accrued but unpaid interest thereon. The New 2023 Notes are not redeemable by Teligent prior to maturity.
The New 2023 Notes will be Teligent’s general senior unsecured obligations. The New 2023 Notes will be guaranteed on a senior unsecured basis by all of Teligent’s current subsidiaries that guarantee its obligations under Teligent’s senior secured credit facilities. In connection with the issuance of the New 2023 Notes, Teligent intends to enter into amendments to its senior secured credit facilities that, among other matters, will provide Teligent with the consent of the lenders to the issuance of the New 2023 Notes.
The New 2023 Notes are only being sold to qualified institutional buyers in the United States. The New 2023 Notes and any shares of common stock issuable upon conversion of the New 2023 Notes (the “Conversion Shares”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other jurisdiction’s securities laws, and the New 2023 Notes and the Conversion Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Teligent does not intend to file a registration statement for the resale of the New 2023 Notes or any Conversion Shares.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor”
created by those sections. Such forward-looking statements include statements regarding the offer and sale of the New 2023
Notes, the intended closing date of such sales, the intended use of proceeds from the offering, the intention to consummate the
exchange of Existing 2023 Notes for New 2023 Notes and the terms of such exchanges, the intention to enter into amendments to our
credit facilities with our senior lenders and the final subject matter thereof. The offering is subject to market and other conditions
and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, these forward-looking statements are
based on management’s current beliefs, expectations and assumptions and are subject to risks and uncertainties. These
and other risks and uncertainties are described in more detail in the Part I, Item 1A - Risk Factors of the Company’s most
recent Annual Report on Form 10-K. You should not rely upon forward-looking statements as predictions of future events. The
forward-looking statements included in this press release speak only as of the date hereof and, except as required by law, we undertake
no obligation to update publicly or privately any forward-looking statements, whether written or oral, for any reason after the
date of this press release to conform these statements to new information, actual results or to changes in our expectations.