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Cytokinetics, Incorporated ("Cytokinetics") (NASDAQ:CYTK) today announced its intention to offer, subject to market conditions and other factors, $550.0 million aggregate principal amount of convertible senior notes due 2031 (the "notes") in a private placement (the "offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Cytokinetics also intends to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $82.5 million aggregate principal amount of notes.
The notes will be senior, unsecured obligations of Cytokinetics and will accrue interest payable semi-annually in arrears. The notes will mature on October 1, 2031, unless earlier converted, redeemed or repurchased by Cytokinetics. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Cytokinetics will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Cytokinetics' election. The interest rate, initial conversion rate, repurchase or redemption rights and other terms of the notes will be determined at the time of pricing of the offering.
Cytokinetics intends to use a portion of the net proceeds from the offering to pay the cash portion of the consideration in the note exchange transactions as described below. Cytokinetics intends to use the remainder of the net proceeds of this offering (a) to support the potential commercial launch of aficamten, (b) to continue and expand the development program for aficamten, (c) to advance its development and research pipeline, and (d) for general corporate purposes, including working capital.
Cytokinetics expects to use a portion of the net proceeds from the offering and to issue shares of its common stock in exchange for a portion of its outstanding 3.50% convertible senior notes due 2027 (the "2027 notes") in privately negotiated transactions (each, a "note exchange transaction") entered into concurrently with the pricing of the offering. The terms of each note exchange transaction will depend on a variety of factors, including the market price of Cytokinetics' common stock and the trading price of the 2027 notes at the time of such note exchange transactions. No assurance can be given as to how much, if any, of the 2027 notes will be exchanged or the terms on which they will be exchanged. This press release is not an offer to exchange the 2027 notes, and the offering of the notes is not contingent upon the note exchange transactions.
Posted In: CYTK
