Unassociated Document
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): August 5,
2010
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
Delaware
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94-3023969
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation)
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932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On August
5,
2010, PDL BioPharma, Inc. (the “Company”) announced that it has entered into
separate privately negotiated agreements under which it will retire $61.6
million in aggregate principal amount of the Company’s outstanding 2.75%
Convertible Subordinated Notes, due August 16, 2023 (the “Notes”) for
consideration consisting of the issuance of the number of shares of
Common Stock of the Company, $0.01 par value per share (the “Common
Stock”), for which the Notes were convertible by their terms plus
184,677 additional shares issued as an inducement for such holders to surrender
their Notes at this time. The holders will also receive a cash payment for
accrued and unpaid interest on the Notes. The transaction was structured
as an exchange of the Notes for the common stock and reflected a price per share
(based on the principal amount of debt retired) of approximately $5.55 per
share. Following the exchange, $54.3 million in aggregate principal
amount of the Notes will remain outstanding.
The
exchange agreements executed in connection with the exchange contain
representations to support the Company’s reasonable belief that the holders had
access to information concerning the Company’s operations and financial
condition, that the holders are accredited investors and that the holders are
not affiliates of the Company, among others. This Current Report on
Form 8-K does not constitute an offer to sell, or a solicitation of an offer to
buy, any security. The exchange is expected to close on or about
August 10,
2010.
A copy of
the basic form of exchange agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Item 1.01 above is incorporated herein
by reference. The issuance of the 11,090,408 shares of Common Stock
will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), in reliance on an exemption under Section 4(2) of the
Securities Act and Rule 506 of Regulation D.
Item
7.01 Regulation FD Disclosure.
On
August 5,
2010, the Company also announced that it provided the trustee of the Notes
notice that it intends to redeem all remaining Notes on September 15, 2010,
before the next adjustment to the conversion rates on September 16, 2010 due to
the Company’s October 1, 2010 dividend payment, subject to market conditions and
the Company’s financial liquidity.
A press release announcing the close of
the note exchange and the Company’s intent to redeem all outstanding Notes is
attached hereto as Exhibit 99.1.
Limitation
of Incorporation by Reference
In
accordance with General Instruction B.2. of Form 8-K, the information in this
report, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section.
Cautionary
Statements
This
filing includes “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to be correct. Important factors
that could impair the Company’s royalty assets or business are disclosed in the
“Risk Factors” contained in the Company’s 2009 Annual Report on Form 10-K and
other periodic reports filed with the Securities and Exchange Commission. All
forward-looking statements are expressly qualified in their entirety by such
factors. We do not undertake any duty to update any forward-looking statement
except as required by law.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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10.1
99.1
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Form
of Exchange Agreement
Press
Release, dated August 5, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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PDL
BIOPHARMA, INC.
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(Company)
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By:
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/s/ Christine R. Larson
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Christine
R. Larson
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Vice
President and Chief Financial
Officer
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Dated: August
5, 2010
EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
99.1
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Form
of Exchange Agreement
Press
Release, dated August 5, 2010
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