BRISTOL, Tenn., March 22 /PRNewswire-FirstCall/ -- King Pharmaceuticals,
Inc. (NYSE: KG) announced today that it has commenced a private offering of
$400 million of convertible senior notes due 2026 to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). As part of the offering, King will grant the initial
purchasers of the notes an over-allotment option to purchase up to an
additional $60 million aggregate principal amount of notes.
The notes will pay interest semiannually and be convertible upon the
occurrence of specified events. Upon conversion, King will pay cash equal to
the lesser of the principal amount and the conversion value of such notes,
and, if the conversion value exceeds the principal amount, cash or shares of
its common stock as King may elect. The interest rate, conversion price and
other terms are to be determined by negotiations between King and the initial
purchasers of the notes.
The notes will be senior unsecured and unsubordinated obligations of King
and will rank, in right of payment, pari passu with all of King's existing and
future senior unsecured and unsubordinated indebtedness, including its 2-3/4%
Convertible Debentures due November 15, 2021 ("2021 Convertible Debentures").
King intends to use the net proceeds from the offering to repurchase, from
time to time, or redeem its 2021 Convertible Debentures, of which $345 million
currently remains outstanding, and for general corporate purposes.
The notes and the common stock issuable upon exchange of the notes have
not been registered under the Securities Act, or applicable state securities
laws, and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws.
This news release shall not constitute an offer to sell or a solicitation
of an offer to buy any securities, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction. Any offers of the securities will be made
only by means of a private offering memorandum.
Forward-looking Statements
This news release contains forward-looking statements which reflect
management's current views of future events and operations, including, but not
limited to, statements pertaining to the completion of the private debt
offering; and statements pertaining to the use of the proceeds of the private
debt offering to repurchase or redeem its 2021 Convertible Debentures and for
general corporate purposes. These forward-looking statements involve certain
significant risks and uncertainties, and actual results may differ materially
from the forward-looking statements. Some important factors which may cause
actual results to differ materially from the forward-looking statements
include: dependence on the level of interest in and demand for the private
debt offering; and dependence on King's ability to repurchase or redeem its
2021 Convertible Debentures as expected. Other important factors that may
cause actual results to differ materially from the forward-looking statements
are discussed in the "Risk Factors" section and other sections of King's Form
10-K for the year ended December 31, 2005, which is on file with the U.S.
Securities and Exchange Commission. King does not undertake to publicly
update or revise any of its forward-looking statements even if experience or
future changes show that the indicated results or events will not be realized.
SOURCE King Pharmaceuticals, Inc.
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Related links:
http://www.kingpharm.com
Company News On-Call:
http://www.prnewswire.com/comp/120319.html
CONTACT:
James E. Green, Executive Vice President,
Corporate Affairs, +1-423-989-8125, or David E. Robinson, Senior
Director, Corporate Affairs, +1-423-989-7045, both of King
Pharmaceuticals, Inc.
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