On May 13, 2021 Insmed Incorporated (Nasdaq: INSM) reported that it intends to offer and sell $250 million of its common stock (the "Shares") and $500 million aggregate principal amount of its convertible senior notes due 2028 (the "Notes") in separate concurrent underwritten public offerings, a portion of which will be used to repurchase Insmed’s existing outstanding convertible senior notes due 2025 (Press release, Insmed, MAY 13, 2021, View Source [SID1234579853]). In addition, Insmed intends to grant the underwriters of the offering of the Shares (the "Equity Offering") a 30-day option to purchase up to an additional 15% of the Shares and to the underwriters of the offering of the Notes (the "Notes Offering") a 30-day option, solely to cover over-allotments, to purchase up to an additional 15% in aggregate principal amount of the Notes. All of the Shares and Notes to be sold in the offerings are to be sold by Insmed. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings. The closing of each offering is not contingent on the closing of the other offering.
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The Notes will be senior unsecured obligations of Insmed and will rank senior in right of payment to any of Insmed’s future indebtedness that is expressly subordinated in right of payment to the Notes and will rank equally in right of payment with all of Insmed’s existing and future liabilities that are not so subordinated, including its existing 1.75% Convertible Senior Notes due 2025 (the "2025 Notes"). The Notes will accrue interest payable semi-annually in arrears and will mature on June 1, 2028, unless earlier repurchased, redeemed or converted. The Notes will be convertible into shares of Insmed’s common stock, cash or a combination thereof, at Insmed’s election. The interest rate, conversion rate and other terms of the Notes will be determined at the time of pricing of the offering of the Notes.
Insmed intends to use a portion of the net proceeds from the Notes Offering to repurchase a portion of the 2025 Notes in privately negotiated transactions. Insmed intends to use the remainder of the net proceeds from the Notes Offering and the net proceeds from the Equity Offering to fund activities related to the commercialization and development of ARIKAYCE, further research and development of brensocatib, TPIP or any of Insmed’s product candidates, and for other general corporate purposes, including business expansion activities.
J.P. Morgan Securities LLC and SVB Leerink LLC are acting as joint book-running managers for the offerings.
The Equity Offering and the Notes Offering are being made pursuant to Insmed’s shelf registration statement on Form S-3 (File No. 333-238560) including the base prospectus contained therein, a preliminary prospectus supplement related to the Equity Offering (together with such base prospectus, the "Equity Prospectus") and a preliminary prospectus supplement related to the Notes Offering (together with such base prospectus, the "Notes Prospectus"), all of which Insmed filed or will file with the Securities and Exchange Commission ("SEC"). Before investing in the Shares or the Notes, investors should read the Equity Prospectus and the Notes Prospectus, respectively, in each case, including the documents incorporated by reference therein, and any free writing prospectus related to the Equity Offering and the Notes Offering, as the case may be. These documents may be freely obtained by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained, when available, from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by email at [email protected]; or SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at (800) 808-7525, ext. 6105 or by email at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.