Clovis Oncology Announces Debt Swap Transaction and Convertible Senior Note Offering


BOULDER, Colorado – (COMMERCIAL THREAD) – Clovis Oncology, Inc. (NASDAQ: CLVS) today announced that it has entered into, on November 4, 2020, a privately negotiated exchange and purchase agreement (the “Agreement”) with a 2024 (the “Existing 2024 tickets”). Pursuant to the Agreement, in exchange for a total principal amount of $ 64,842,000 of Existing 2024 Bonds held by the holder (which is currently convertible into approximately 8.9 million common shares), Clovis Oncology has agreed to issue to the holder a certain number of shares of the Common Shares of the Company (the “Exchanged Shares”) using an exchange ratio which is based in part on average prices weighted by daily volume (“VWAP”) ) per Clovis Oncology common share over a seven trading day pricing period following execution of the agreement.

In addition, pursuant to the Agreement, Clovis Oncology has also agreed to sell to bearer an aggregate principal amount of $ 50,000,000 of a new series of 4.50% Convertible Senior Notes due 2024 (the “ new 2024 Notes ”) at a purchase price of $ 1,000 per $ 1,000. principal amount of it. In addition, Clovis Oncology has granted the holder a 13-day option to purchase up to a total additional principal amount of $ 20,000,000 of new 2024 Notes under the same terms and conditions.

About debt swaps

The number of exchanged shares to be issued by Clovis Oncology to the holder will be calculated using an exchange ratio based in part on the average VWAPs of Clovis Oncology common shares (subject to a floor) during a quotation period of seven trading days starting on November 5, 2020 and ending on November 13, 2020 inclusive. Assuming this average VWAP is $ 5.67 per share, which is the last published sale price of Clovis Oncology common stock on the Nasdaq Global Select Market on November 4, 2020, 13,038,683 shares traded could be issued in as part of the debt swap transaction. However, if the Clovis Oncology share price declines during the pricing period, Clovis Oncology will need to issue more shares, but in no event will more than 15,696,240 shares traded be issued under the the debt swap transaction.

About the new 2024 tickets

The New 2024 Bonds will bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February and August 1st of each year. The New 2024 Notes will mature on August 1, 2024, unless they are converted or redeemed earlier. Holders of the New 2024 Bonds may convert their bonds at their discretion at any time prior to the close of business on the business day immediately preceding the maturity date at an initial conversion rate of 160.3334 common shares of Clovis Oncology for $ 1,000. principal amount of the Notes, which is equivalent to an initial conversion price of approximately $ 6.24 per Common Share. The initial conversion price of the Notes represents a premium of approximately 10% over the last published sale price, $ 5.67 per share, of the common shares of Clovis Oncology on November 4, 2020.

Clovis Oncology will not have the right to redeem the New 2024 Bonds prior to their maturity. Holders of the New 2024 Notes may ask Clovis Oncology to redeem all or part of their Notes in cash upon certain fundamental changes at a redemption price equal to 100% of the principal amount of the New 2024 Notes to be redeemed, plus accrued interest. and unpaid bills. at, but excluding, the fundamental change redemption date. In addition, following certain corporate events occurring before the Maturity Date, Clovis Oncology will, in certain circumstances, increase the conversion rate for a holder who chooses to convert their New 2024 Bonds as part of such an event. ‘business.

The above summary of the terms of the New 2024 Notes is qualified in its entirety as and should be read together with the Act Governing the New 2024 Notes, the form of which is expected to be filed with the Securities and Exchange Commission on or about November 5. . , 2020.

Clovis Oncology intends to use the net proceeds from the sale of the New 2024 Bonds for general corporate purposes, including the repayment, repurchase or refinancing of its debt obligations, the expense of selling and marketing associated with Rubraca® (rucaparib), financing of its development programs, payment of milestones in accordance with its license agreements, general and administrative costs, acquisition or license of product candidates or additional activities and working capital.

The issuance of the exchanged shares, the new 2024 notes as part of the transaction and any common shares that may be issued upon the conversion of these new 2024 notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and, unless registered, the New 2024 Bonds and such shares may not be offered or sold in the United States, except under an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Clovis Oncology has agreed to file a registration statement for the resale of the common shares issuable upon conversion of the New 2024 Bonds purchased by the holder. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, of any security and does not constitute an offer, solicitation or sale in any jurisdiction in which such an offer would be illegal.

About Settlement of Transactions

The exchange and purchase transaction will be settled in two parts. Approximately 8.9 million shares exchanged are expected to be issued on or around November 6, 2020 and the remainder will be issued within two business days of the seven-day trading price period and final exchange ratio calculation, which is expected to occur on or around November 17, 2020. The sale of the New 2024 Notes is expected to occur around November 17, 2020. In each case, settlement of the exchange and purchase transaction is subject to satisfaction of the terms and conditions of usual closing.

JP Morgan and BofA Securities acted as structuring banks for Clovis Oncology in connection with the transactions.

About Clovis Oncology

Clovis Oncology, Inc. is a biopharmaceutical company focused on the acquisition, development and commercialization of innovative anticancer agents in the United States, Europe and other international markets. Clovis Oncology targets development programs on specific subsets of cancer populations and simultaneously develops, with partners, for indications that require it, diagnostic tools intended to direct a developing compound to the population most likely to benefit. of its use. Clovis Oncology is headquartered in Boulder, Colorado, with additional offices in the United States and Europe.

To the extent that the statements contained in this press release are not descriptions of historical facts relating to Clovis Oncology, they are forward-looking statements reflecting the current beliefs and expectations of management. These forward-looking statements involve substantial risks and uncertainties which could cause the actual results, performance or achievements of Clovis Oncology to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, among others, conditions affecting the capital markets, economic, industrial or general political conditions, and the satisfaction of customary closing conditions associated with the proposed exchange and purchase transaction. Clovis Oncology assumes no obligation to update or revise any forward-looking statements. For a more detailed description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company in general, see Clovis Oncology’s annual report on Form 10 -K, Quarterly Reports on Form 10-Q and its other reports filed with the Securities and Exchange Commission.

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