Inotiv: Price Increase for Convertible Senior Notes Offer by $ 125 Million (Form 8-K)
Inotiv, Inc. raises price of convertible senior note offering by $ 125 million
WEST LAFAYETTE, Ind. – September 22, 2021 (GLOBE NEWSWIRE) -Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a premier contract research organization plan specializing in non-clinical and analytical drug discovery and development services, today announced the price of its offering of $ 125,000,000 in total principal of 3.25% senior convertible maturing in 2027 (the “Notes ”) As part of a private offer to qualified institutional buyers in accordance with Rule 144A under the Act of 1933, as amended (the“ Securities Act ”). The Offer Size has been increased from the previously announced Offer Size by $ 110,000,000 in Total Principal Amount of Notes. The Notes will be fully and unconditionally guaranteed, on a senior and unsecured basis, by BAS Evansville, Inc., a wholly owned subsidiary of Inotiv (the “Guarantor”). The issuance and sale of the Notes is expected to close on September 27, 2021, subject to customary closing conditions. Inotiv has also granted the original purchaser of the Notes an option to purchase, for settlement within 13 days of the date of the initial issuance of the Notes, up to an additional principal amount of $ 15,000,000. .
Inotiv estimates that the net proceeds of the offering will be approximately $ 120.5 million (or approximately $ 135.1 million if the original purchaser fully exercises their option to purchase additional Notes), after deducting any discounts. and original buyer’s commissions and estimated offering charges. Inotiv intends to use the net proceeds, together with borrowings under a new senior secured term loan facility, to fund the cash purchase price of the previously announced acquisition of Envigo. RMS Holding Corp. (the “Envigo Acquisition”), if completed, and to pay related fees and expenses.
The Notes will be senior unsecured obligations of Inotiv and will bear interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15 in each year, commencing April 15, 2022. The Notes tickets will expire. October 15, 2027, except for early redemption, redemption or conversion. Prior to April 15, 2027, Noteholders will be entitled to convert their Notes only upon the occurrence of certain events. Effective April 15, 2027, Noteholders may convert their Notes at any time at their discretion until the close of business on the scheduled Trading Day immediately prior to the Maturity Date. Inotiv will settle conversions by paying or delivering, as the case may be, cash, its common shares or a combination of cash and its common shares, at Inotiv’s option. However, until Inotiv has increased the number of its authorized common shares and reserved a sufficient number of common shares only for issuance upon conversion of the Notes and Inotiv obtains shareholder approval required by certain NASDAQ Capital Market listing standards, if applicable, Inotiv will pay for all conversions entirely in cash. The initial conversion rate is 21.7162 common shares per $ 1,000 principal amount of Notes, representing an initial conversion price of approximately $ 46.05 per common share. The initial conversion price represents a premium of approximately 35% over the last published selling price of $ 34.11 per common share on September 22, 2021. The conversion rate and the conversion price will be subject to a adjustment in the event of certain events occurring.
Tickets will be redeemable, in whole and not in part, for cash at Inotiv’s option at any time from October 15, 2024 and no later than the scheduled 40th trading day immediately before the
expiration date, but only if the last reported sale price per common share exceeds 130% of the conversion price during a specified period. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. In addition, if the Envigo acquisition has not been completed by the close of business on June 30, 2022, or if, before that date, the related Envigo merger agreement is terminated in accordance with its terms or if the board of directors of Inotiv determines, in its good faith judgment, that the acquisition of Envigo will not take place, then the tickets will be redeemable, in whole and not in part, at the option of Inotiv, at a redemption date occurring no later than October 3, 2022, at a redemption price in cash equal to 101% of the principal amount of the notes to be reimbursed, plus accrued and unpaid interest, plus a catch-up premium.
If a “Fundamental Change” (as defined in the Note Indenture) occurs, Noteholders may request Inotiv to redeem their Notes for cash. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date.
The offer and sale of the Notes, the Guarantee and all common shares issuable upon conversion of the Notes have not been and will not be registered under the Securities Act or any other law on securities, and notes and such shares may not be offered or sold except under an exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and any other securities laws applicable movable property. This press release does not constitute an offer to sell, nor the solicitation of an offer to buy, any tickets or common shares issuable upon conversion of the Notes, nor will there be any sale. banknotes or such shares, in any state whatsoever. or any other jurisdiction in which such offer, sale or solicitation would be illegal.
About the company
Inotiv, Inc. is a leading contract research organization specializing in non-clinical and analytical drug discovery and development services. The Company is focused on developing innovative services supporting its clients’ discovery and development goals for better decision making and faster goal achievement. The Company’s products focus on increasing efficiency, improving data and reducing the cost of bringing new drugs to market.
This press release includes forward-looking statements, including statements regarding the completion of the Offer, the completion of the ongoing acquisition of Envigo and the expected amount and intended use of the net proceeds. Forward-looking statements represent Inotiv’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those suggested by forward-looking statements. These risks and uncertainties include market conditions, the satisfaction of closing conditions relating to the Offer and risks relating to Inotiv’s activities, including those described in the periodic reports that Inotiv files from time to time with the SEC. Inotiv may not complete the offer described in this press release and, if the offer is made, cannot provide any assurance as to its ability to effectively affect the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of
this press release, and Inotiv does not undertake to update the statements included in this press release for further developments, except as required by law.
Bioanalytical Systems Inc. published this content on September 27, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on September 27, 2021 08:51:03 PM UTC.
Public now 2021
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