Ligand Closes Upsized $700 Million 0% Convertible Senior Notes Offering with Call Spread

Goodwin’s Capital Markets team advised the initial purchasers on Ligand’s Rule 144A offering of its 0% convertible senior notes due 2031. The offering was upsized from $550 million to $625 million plus the full exercise of the initial purchasers’ option to purchase $75 million of additional notes. The initial conversion price of the notes features a premium of approximately 27.5% up from the reference price of $262.17 per share. In connection with the offering, Ligand and certain investment bank dealers entered into bond hedge and warrant transactions. The bond hedge and warrant transactions mitigate equity dilution and/or offset payments due upon conversion of the notes to effectively raise the conversion price of the notes to $524.34 per share, a 100% premium over the reference price. Goodwin advised the investment bank dealers on the bond hedge and warrant transactions. 

Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) is a biopharmaceutical royalty company focused on deploying capital and licensing technologies to acquire and create diversified royalty streams from high-value medicines.

Goodwin’s product team consisted of Jim Barri, John Servidio, Jon Burr, and Benjamin Deitch. The corporate team consisted of Sam Zucker, Deepa Rich, Kim De Glossop, Griffin Drake, Krisn Modi, and Sofia Wyman. Dan Karelitz and Garrett Gaughan provided tax advice.

For more information, please see Ligand’s pricing press release for the offering.