Revance Announces Pricing of $250 Million of Convertible Senior Notes Due 2027
The notes will bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on
Revance may redeem, for cash, all or any portion of the notes, at its option, on or after
Revance estimates that the net proceeds from the offering will be approximately
In connection with the pricing of the notes, Revance entered into capped call transactions with one of the initial purchasers or their affiliates and another financial institution (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Revance's common stock upon conversion of the notes and/or offset any cash payments Revance is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Revance’s common stock and/or enter into various derivative transactions with respect to Revance’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Revance’s common stock or the notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Revance’s common stock and/or purchasing or selling Revance’s common stock or other securities of Revance in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date of the capped call transactions, which are expected to occur during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Revance’s common stock or the notes, which could affect a noteholder's ability to convert its notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration that a noteholder will receive upon conversion of its notes.
Neither the notes, nor any shares of Revance common stock issuable upon conversion of the notes, have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Revance is a
“Revance Therapeutics” and the Revance logo are registered trademarks of
RHA® is a trademark of
Certain of the statements made in this press release are forward looking, such as those, among others, statements concerning the expected closing of the offering and the capped call transactions and the anticipated use of the net proceeds from the offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the notes offering and the impact of general economic, industry or political conditions in
Revance Therapeutics, Inc.:
Jeanie Herbert, 714-325-3584
Gilmartin Group, LLC.:
Laurence Watts, 619-916-7620
Revance Therapeutics, Inc.:
Sara Fahy, 949-887-4476
Jenifer Slaw, 347-971-0906
Nadine Tosk, 504-453-8344