Molecular Insight Announces $45-Million Financing Commitment, Chapter 11 Filing, Corporate Restructuring and Management Changes
December 09 2010 - 10:46PM
Marketwired
Molecular Insight Pharmaceuticals, Inc. (NASDAQ: MIPI), a
biopharmaceutical company discovering and developing targeted
therapeutic and imaging radiopharmaceuticals for use in oncology,
today announced that it has entered into a $45-million financing
commitment from Savitr Capital LLC, to be effected through a
corporate reorganization under a chapter 11 filing commenced today.
MIPI has also made changes in its management to implement the
restructuring.
The investment from Savitr Capital LLC ("Savitr"), a private
investment company, would be in the form of common stock at $0.45
per share, representing 90% of MIPI's common stock. The investment
is conditioned upon the replacement of MIPI's approximately
$195,000,000 of existing bonds, including all accrued "pay in kind"
("PIK") interest, by $90,000,000 principal amount of secured notes.
The newly issued notes would mature in six years and bear interest
at 6% per annum, payable in the form of PIK notes during the first
24 months; either PIK notes or cash, at the option of MIPI, during
the next 24 months and cash for the last 24 months, with one-half
of the outstanding principal to be repayable on the fifth
anniversary and the balance on the sixth anniversary of the note
issuance date. In addition to the notes, the holders of MIPI's
existing bonds would receive 10% of MIPI's common stock.
The Savitr investment is subject to a number of conditions,
including the emergence of MIPI from its corporate restructuring by
March 31, 2011, adherence to a cash collateral budget, satisfactory
resolution of various issues related to Onalta™, a drug candidate,
as well as certain bankruptcy-related preconditions, including the
entry of certain Final Orders by the Bankruptcy Court
incorporating, among other items, a confirmation order related to
MIPI's chapter 11 plan, and the court's approval of a breakup fee
and expense reimbursement protections for the benefit of
Savitr.
The Savitr investment also provides for a 30-day period during
which the Company is permitted to solicit other inquiries,
proposals and bids from third parties who desire to propose an
alternative transaction to the one proposed by Savitr.
Joseph Limber, MIPI Chairman of the Board, stated: "We are very
pleased with the Savitr investment commitment and feel that it
would provide the Company with both the funds and the restructured
balance sheet needed to continue our business. We are disappointed
that the bondholders have not accepted the Savitr proposal and
that, as a result, we are required to commence chapter 11
proceedings to protect our Company's ongoing business. Nonetheless,
we are hopeful that we will be able to reach a mutually acceptable
restructuring agreement with all of our creditors."
The Definitive Investment Agreement and certain other documents
will be filed on Form 8k with the Securities and Exchange
Commission ("SEC") within the next four days.
In connection with the reorganization, Daniel L. Peters tendered
his resignation as Chief Executive Officer, President and Director,
and Charles H. Abdalian has tendered his resignation as Senior Vice
President and Chief Financial Officer. Harry Stylli, Ph.D., a
long-time member of the Company's Board of Directors, was elected
as Chief Restructuring Officer and President, and Mark A. Attarian,
a partner of Tatum, an executive financial services firm, was
elected as Interim Executive Vice President and Chief Financial
Officer. In addition, John W. Babich, Ph.D., was named principal
executive officer and Mr. Attarian principal financial officer for
SEC and other regulatory filing matters. In tendering his
resignation, Mr. Peters stated: "I am pleased that I was able to
aid the Company through its difficult restructuring process and,
given that the Company is entering a new phase of its business, it
is appropriate to hand the reins over to Harry Stylli. With his
experience and expertise, I am confident that the Company is in
capable hands." Mr. Stylli stated: "The Board of Directors of
Molecular appreciates Dan's and Chuck's service and contributions
in guiding the Company through a challenging period. We thank them
for their contributions to the Company and wish them great success
in their future endeavors."
CRT Investment Banking LLC, now known as M.M. Dillon & Co.,
acted as the Company's sole financial advisor for these
transactions.
About Molecular Insight Pharmaceuticals,
Inc. Molecular Insight Pharmaceuticals is a clinical-stage
biopharmaceutical company and pioneer in molecular medicine. The
Company is focused on the discovery and development of targeted
therapeutic and imaging radiopharmaceuticals for use in oncology.
Molecular Insight has five clinical-stage candidates in
development. For further information on Molecular Insight
Pharmaceuticals, please visit www.molecularinsight.com.
Forward-Looking Statements Statements in
this release that are not strictly historical in nature are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about our continued negotiations
with our bondholders; the consequences of the failure to reach
agreement with the bondholders on acceptable terms; our inability
to meet our obligations under the transaction documents related to
our corporate restructuring; and our chapter 11 filing for
bankruptcy. Such forward-looking statements also include, but are
not limited to, the potential adverse impact of the chapter 11
proceedings on our business, financial condition or results of
operations, including our ability to maintain contracts and other
relationships that are critical to our business and the actions and
decisions of our creditors and other third parties with interests
in our chapter 11 proceedings; our ability to maintain adequate
liquidity to fund our operations during the chapter 11 proceedings
and to fund a plan of reorganization and thereafter, including
obtaining sufficient debtor-in-possession and "exit" financing;
maintaining normal terms with our vendors and service providers
during the chapter 11 proceedings and complying with the terms of
our financing agreements; our ability to obtain court approval with
respect to motions in the chapter 11 proceedings prosecuted from
time to time and to develop, prosecute, confirm and consummate our
plan of reorganization and the transactions contemplated by such
plan; general economic conditions, including changes in interest
rates; the timing and expenses related to internal restructurings,
and restructuring of terms of existing bonds; and those factors
identified in our filings with the SEC. Such forward-looking
statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results of Molecular
Insight to be materially different from historical results or from
any results expressed or implied by such forward-looking
statements. The risks and uncertainties and the terms of any
reorganization plan ultimately confirmed can affect the value of
our various pre-petition liabilities, common stock and/or other
securities. No assurance can be given as to what values, if any,
will be ascribed in the bankruptcy proceedings to each of these
constituencies. A plan of reorganization could result in holders of
our liabilities and/or securities receiving no value for their
interests. Because of such possibilities, the value of these
liabilities and/or securities is highly speculative. Accordingly,
we urge that caution be exercised with respect to existing and
future investments in any of these liabilities and/or securities.
Investors and other interested parties can obtain information about
our court filings and claims information on
www.omnimgt.com/molecular. Caution should be taken not to place
undue reliance on our forward-looking statements, which represent
our view only as of the date of this release, and which we assume
no obligation to update. The Company's SEC filings are available
through the SEC's Electronic Data Gathering Analysis and Retrieval
system (EDGAR) at http://www.sec.gov. Press releases for Molecular
Insight Pharmaceuticals, Inc. are available on our website:
http://www.molecularinsight.com. If you would like to receive press
releases via e-mail, please contact: investor@molecularinsight.com.
All forward-looking statements are qualified in their entirety by
this cautionary statement, and the Company undertakes no obligation
to revise or update this release to reflect events or circumstances
after the date hereof.
Contact: Mark A. Attarian Interim Executive Vice
President and Chief Financial Officer 617.492.5554
mattarian@molecularinsight.com
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