Mirum Pharmaceuticals Prices Upsized $275M Convertible Senior Notes Offering By Investing.com

Mirum Prescribed drugs (NASDAQ:), Inc. (“Mirum”) (Nasdaq: MIRM) in the present day introduced the pricing of its providing of $275.0 million mixture principal quantity of 4.00% convertible senior notes due 2029 (the “notes”) in a personal providing to certified institutional consumers pursuant to Rule 144A beneath the Securities Act of 1933, as amended (the “Securities Act”). The providing dimension was elevated from the beforehand introduced providing dimension of $200.0 million mixture principal quantity of notes. The issuance and sale of the notes are scheduled to choose April 17, 2023, topic to customary closing situations. Mirum additionally granted the preliminary purchasers of the notes an choice to buy, for settlement inside a interval of 13 days from, and together with, the date the notes are first issued, as much as an extra $41.25 million principal quantity of notes.

The notes will probably be senior, unsecured obligations of Mirum and can accrue curiosity at a fee of 4.00% every year, payable semi-annually in arrears on Could 1 and November 1 of every 12 months, starting on November 1, 2023. The notes will mature on Could 1, 2029, except earlier transformed, redeemed or repurchased by Mirum. Earlier than January 2, 2029, noteholders may have the appropriate to transform their notes solely upon the incidence of sure occasions. From and after January 2, 2029, noteholders might convert their notes at any time at their election till the shut of enterprise on the scheduled buying and selling day instantly earlier than the maturity date. Mirum will settle conversions by paying or delivering, as relevant, money, shares of its widespread inventory or a mixture of money and shares of its widespread inventory, at Mirum’s election. The preliminary conversion fee is 31.5075 shares of widespread inventory per $1,000 principal quantity of notes, which represents an preliminary conversion worth of roughly $31.74 per share of widespread inventory. The preliminary conversion worth represents a premium of roughly 35.0% during the last reported sale worth of $23.51 per share of Mirum’s widespread inventory on April 12, 2023. The conversion fee and conversion worth will probably be topic to adjustment upon the incidence of sure occasions.

The notes will probably be redeemable, in complete or partially (topic to sure limitations), for money at Mirum’s choice at any time, and every so often, on or after Could 5, 2026 and, within the case of a partial redemption, on or earlier than the fiftieth scheduled buying and selling day instantly earlier than the maturity date, however provided that the final reported sale worth per share of Mirum’s widespread inventory exceeds 130% of the conversion worth for a specified time frame. The redemption worth will probably be equal to the principal quantity of the notes to be redeemed, plus accrued and unpaid curiosity, if any, to, however excluding, the redemption date.

If a “basic change” (as outlined within the indenture for the notes) happens, then, topic to a restricted exception, noteholders might require Mirum to repurchase their notes for money. The repurchase worth will probably be equal to the principal quantity of the notes to be repurchased, plus accrued and unpaid curiosity, if any, to, however excluding, the relevant repurchase date.

Mirum estimates that the web proceeds from the providing will probably be roughly $265.5 million (or roughly $305.4 million if the preliminary purchasers absolutely train their choice to buy further notes), after deducting the preliminary purchasers’ reductions and commissions and estimated providing bills.

Mirum expects to make use of a portion of the web proceeds from this providing to (1) repurchase the income pursuits from the RIPA Purchasers (as outlined beneath) at a name worth of roughly $192.7 million and (2) fulfill all different obligations excellent beneath the Income Curiosity Buy Settlement (the “RIPA”), dated as of December 8, 2020, as amended in September 2021, by and amongst Mirum and Mulholland SA LLC, an affiliate of Oberland Capital Administration LLC, as agent for the purchasers celebration thereto (the “RIPA Purchasers”), and the RIPA Purchasers, and the opposite Transaction Paperwork (as outlined within the RIPA).

Mirum expects to make use of the remaining internet proceeds from this providing for normal company functions, together with working capital, working bills and capital expenditures. Mirum can also use a portion of the web proceeds, along with current money, money equivalents, restricted money equivalents and short-term investments, to amass complementary companies, providers or applied sciences. Nonetheless, Mirum doesn’t have agreements or commitments to enter into any acquisitions right now. These expectations are topic to alter. Mirum may have broad discretion over how you can use the web proceeds from this providing. Mirum intends to take a position the web proceeds from the providing that aren’t used as described above in short-term, investment-grade, interest-bearing devices.

The provide and sale of the notes and the shares of widespread inventory issuable upon conversion of the notes, if any, haven’t been, and won’t be, registered beneath the Securities Act or some other securities legal guidelines, and the notes and any such shares can’t be provided or offered besides pursuant to an exemption from, or in a transaction not topic to, the registration necessities of the Securities Act and some other relevant securities legal guidelines. This press launch doesn’t represent a suggestion to promote, or the solicitation of a suggestion to purchase, the notes or any shares of widespread inventory issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or different jurisdiction wherein such provide, sale or solicitation could be illegal.