Lantheus announces pricing of offering of $500M convertible senior notes

Lantheus Holding announced the pricing of $500 million in aggregate principal amount of the Company’s convertible senior notes due 2027. The Notes are being sold only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also granted the initial purchasers of the Notes an option to purchase, within the 13-day period beginning on, and including, the initial closing date of the offering, up to an additional $75 million in aggregate principal amount of Notes. The sale of the Notes to the initial purchasers is expected to settle on or about December 8, 2022, subject to customary closing conditions, and is expected to result in approximately $485 million in net proceeds to the Company, after deducting the initial purchaser’s discount and estimated offering expenses payable by the Company. The Notes will be senior unsecured obligations of the Company. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Lantheus Medical Imaging, Inc., a direct wholly owned subsidiary of the Company. The Notes will bear interest at a rate of 2.625% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023, and will mature on December 15, 2027, unless earlier redeemed, repurchased or converted. The initial conversion rate for the Notes is 12.5291 shares of the Company’s common stock per $1,000 in principal amount of Notes. Prior to the close of business on the business day immediately preceding September 15, 2027, the Notes may be converted at the option of the holders only upon occurrence of specified events and during certain periods, and thereafter until the close of business on the business day immediately preceding the maturity date, the Notes may be converted at any time. The Company will satisfy any conversion by paying cash up to the aggregate principal amount of the Notes to be converted and by paying or delivering, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. The Company may redeem for cash all or any portion of the Notes, at its option, on or after December 22, 2025 if the closing sale price per share of the Company’s common stock exceeds 130% of the conversion price of the Notes for a specified period of time. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company’s board of directors has authorized the repurchase of up to $150 million in aggregate amount of its common stock under certain circumstances. The Company expects to use approximately $75 million of the net proceeds from the offering of the Notes to repurchase shares of its common stock from purchasers of Notes in this offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate. The Company expects the purchase price per share of the common stock repurchased in such transactions to equal the closing sale price per share of its common stock on December 5, 2022, which was $56.01 per share. These repurchases could increase, or prevent a decrease in, the market price of the Company’s common stock or the Notes concurrently with the pricing of the Notes, and could result in a higher effective conversion price for the Notes. The Company intends to use the remainder of the net proceeds from the offering of the Notes for general corporate purposes, including other repurchases of its common stock from time to time in an amount up to $75 million, working capital, capital expenditures, refinancing or repaying debt, payments related to the previously announced license and collaboration agreements with POINT Biopharma Global Inc. and with an affiliate thereof if the transactions contemplated by such agreements are consummated, potential acquisitions and strategic transactions.