UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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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 April 6, 2021, Lannett Company, Inc. (the “Company”) issued a press release announcing its intention to offer $350,000,000 aggregate principal amount of senior secured notes due 2026 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act. The Company intends to use the proceeds of the Notes offering, together with other borrowings under a separate anticipated junior lien credit facility and cash on hand, to repay its existing term loan indebtedness and to pay certain related fees and expenses. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished with this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The disclosure in Item 7.01 of this Form 8-K contains certain statements of a forward-looking nature relating to future events or future business performance. Any such statement, including, but not limited to, the proposed offering of the Notes, the anticipated terms of the Notes, the expected use of the net proceeds from this transaction, whether expressed or implied, is subject to market and other conditions, and subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated due to a number of factors which include, but are not limited to, the risk factors discussed in the Company’s Form 10-K for the fiscal year ended June 30, 2020 and other documents filed with the Securities and Exchange Commission from time to time. These forward-looking statements represent the Company’s judgment as of the date of this filing. The Company disclaims any intent or obligation to update these forward-looking statements.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. | Description |
99.1 | Lannett Company, Inc. April 6, 2021 Press Release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LANNETT COMPANY, INC.
By: | /s/ Samuel H. Israel | |
Chief Legal Officer and General Counsel | ||
Date: April 6, 2021 |
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Exhibit 99.1 | |
Contact: | Robert Jaffe | |
Robert Jaffe Co., LLC | ||
(424) 288-4098 |
LANNETT Announces Offering of $350 million Senior secured Notes
Due 2026
Philadelphia, PA – April 6, 2021 – Lannett Company, Inc. (NYSE: LCI) (the “Company”) today announced that it intends to offer, subject to market conditions and other factors, $350 million aggregate principal amount of senior secured notes due 2026 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act.
The Notes are expected to bear interest that will be payable semiannually. The Notes will mature in April 2026, unless earlier redeemed or repurchased in accordance with their terms. The Notes will be secured by first priority liens on substantially all of the assets of the Company and the guarantors, other than working capital assets pledged to secure the Company’s asset-backed credit facility, as to which the Notes will be secured on a second lien basis. The final terms of the Notes will be determined by market conditions and other factors and there is no guarantee that the Notes offering will be completed.
The Company intends to use the net proceeds of the Notes offering, together with other borrowings under a separate anticipated junior lien credit facility and cash on hand, to repay its existing term loan indebtedness and to pay certain related fees and expenses.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The Notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The offering of the Notes is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act.
About Lannett Company, Inc.:
Lannett Company, founded in 1942, develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications. For more information, visit the company’s website at www.lannett.com.
This news release contains certain statements of a forward-looking nature relating to future events or future business performance. Any such statements, including, but not limited to, the proposed offering of the Notes, the anticipated terms and the timing and closing of the Notes, the expected use of the net proceeds from this transaction, whether expressed or implied, are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated due to a number of factors which include, but are not limited to, the difficulty in predicting the timing or outcome of FDA or regulatory approvals or actions, the ability to successfully manufacture and commercialize products upon approval, including acquired products, and the Company’s estimated or anticipated future financial results, future inventory levels, future competition or pricing, future levels of operating expenses, product development efforts or performance, and other risk factors discussed in the Company’s Form 10-K and other documents filed with the Securities and Exchange Commission from time to time. These forward-looking statements represent the Company's judgment as of the date of this news release. The Company disclaims any intent or obligation to update these forward-looking statements.
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Cover |
Apr. 06, 2021 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Apr. 06, 2021 |
Entity File Number | 001-31298 |
Entity Registrant Name | LANNETT COMPANY, INC. |
Entity Central Index Key | 0000057725 |
Entity Tax Identification Number | 23-0787699 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 9000 State Road |
Entity Address, City or Town | Philadelphia |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19136 |
City Area Code | 215 |
Local Phone Number | 333-9000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | LCI |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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