Teligent Announces Completion of Series C Convertible Note Financing and Exchange
July 20 2020 - 4:05PM
Teligent, Inc. (NASDAQ: TLGT) (“Teligent” or the “Company”), a
New Jersey-based specialty generic pharmaceutical
company, announced the closing of the issuance of $13.8
million aggregate principal amount of 9.5% Series C Senior
Convertible Notes due 2023 (the “New 2023 Notes”). After taking
into account an original issue discount and other transaction fees
(including fees payable to the purchasers in the form of additional
New 2023 Notes), the Company received approximately $10.0 million
of net cash proceeds, which will be used to fund general corporate
and working capital purposes.
The Company also issued approximately $32.3 million in aggregate
principal amount of New 2023 Notes in exchange for approximately
$35.9 million in aggregate principal amount, plus accrued but
unpaid interest, of the Company’s outstanding 7.0% Cash / 8.0% PIK
Series B Senior Unsecured Convertible Notes due 2023 (the “Series B
Convertible Notes”), which gives effect to a 10% discount on the
principal amount of Series B Convertible Notes exchanged. In
addition, the Company issued approximately $3.7 million in
aggregate principal amount of New 2023 Notes in exchange for
approximately $8.2 million in aggregate principal amount, plus
accrued but unpaid interest, of the Company’s outstanding 4.75%
Convertible Senior Notes due May 2023 (the “Series A Convertible
Notes”), which gives effect to a 55% discount on the principal
amount of Series A Convertible Notes exchanged.
Interest on the New 2023 Notes initially accrues at the rate of
9.5%, is payable in kind by issuing additional principal amount of
New 2023 Notes, and will be payable semiannually in arrears on
March 1 and September 1 of each year, beginning on September 1,
2020. The New 2023 Notes mature in March 2023.
The New 2023 Notes are convertible at the option of the holder
at any time prior to maturity at an initial conversion price of
$2.78 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 the Company, but the Company has the
right to force conversion of the New 2023 Notes if the Company’s
per-share stock price exceeds the conversion price of the New 2023
Notes by 100% for a period of time after January 1, 2022 (subject
to reduction to 75% and 50% beginning July 1, 2022 and January 1,
2023, respectively).
The New 2023 Notes are guaranteed by certain of the Company’s
subsidiaries and are secured by third lien security interests in
substantially all of the assets of the Company and the Company’s
U.S. and Canadian subsidiaries. The security interests granted by
the Company and such subsidiaries are subordinate to the security
interests granted under the Company’s senior secured credit
facilities. In connection with the issuance of the New 2023 Notes,
the Company entered into amendments to its senior secured credit
facilities that, among other matters, provided Teligent with the
consent of the lenders to the issuance of the New 2023 Notes.
Jefferies LLC served as exclusive financial advisor to Teligent,
and K&L Gates LLP served as legal counsel. Stroock &
Stroock & Lavan LLP served as legal counsel to the purchasers
and Morgan, Lewis & Bockius LLP served as legal counsel to
Teligent’s senior lenders.
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 does 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” that are intended to qualify
for the safe harbors from liability provided by Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. All statements other than statements of
historical facts are statements that could be deemed
forward-looking. These statements are based on current
expectations, estimates, forecasts and projections about the
Company’s business and the industry in which the Company operates
and the beliefs and assumptions of the Company’s management.
Forward-looking statements can be identified by the use of words
such as “will,” “may,” “could,” “should,” “would,” “believe,”
“depends,” “expect,” “goal,” “anticipate,” “forecast,” “project,”
“future,” “intend,” “plan,” “estimate,” “target,” “indicate,”
“outlook,” and similar expressions of future intent or the negative
of such terms. Such forward-looking statements include statements
regarding the intended use of proceeds from the sale of the New
2023 Notes. 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 statements are based on the Company’s
current beliefs or expectations and are inherently subject to
various risks and uncertainties, including those set forth under
the caption “Risk Factors” in the Company’s most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and other
periodic reports the Company files with the Securities and Exchange
Commission. Additionally, many of these risks and uncertainties are
currently amplified by and will continue to be amplified by, or in
the future may be amplified by, the COVID-19 outbreak and the
effects thereof on the Company’s future performance and results of
operations. It is not possible to predict or identify all such
risks. There may be additional risks that the Company considers
immaterial or which are unknown. 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, subject to any continuing
obligations under applicable law or any relevant stock exchange
rules, we expressly disclaim any obligation to disseminate, after
the date of this document, any updates or revisions to any such
forward-looking statements to reflect any change in expectations or
events, conditions or circumstances on which any such statements
are based.
Contact:
Damian FinioTeligent, Inc.856-336-9117www.teligent.com
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