Revance Announces Proposed Private Offering of $200 Million of Convertible Senior Notes Due 2027
The notes will be general unsecured obligations of Revance and will accrue interest payable semiannually in arrears. The notes will be convertible into cash, shares of Revance’s common stock or a combination of cash and shares of Revance’s common stock, at Revance’s election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.
Revance intends to use a portion of the net proceeds from the offering to pay the cost of capped call transactions that it expects to enter into in connection with the pricing of the notes with the initial purchaser and/or its affiliates or other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce potential dilution to Revance’s common stock upon any conversion of 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. Revance intends to use the remainder of the net proceeds, together with existing cash and cash equivalents, to fund expenses associated with the commercial launch of its recently in-licensed portfolio of Resilient Hyaluronic Acid dermal fillers, pre-commercialization and commercialization activities for DaxibotulinumtoxinA for Injection (“DAXI”) for glabellar lines, and continued development of its DAXI aesthetic and therapeutic pipeline. Revance may also use a portion of the net proceeds from this offering for the acquisition or in-license of other products, product candidates, businesses or technologies, although it has no current agreements or commitments for any material acquisitions or licenses of any products, businesses or technologies. If the initial purchaser exercises its option to purchase additional notes, Revance expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Revance’s common stock concurrently with or shortly after the pricing of the notes and/or purchase shares of 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 during any observation period related to a conversion of 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
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Certain of the statements made in this press release are forward looking, such as those, among others, statements concerning the proposed terms of the notes and the capped call transactions, the completion, timing and size of the proposed offering and the entry into and effects of 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.:
Sara Fahy, 949-887-4476
Jenifer Slaw, 347-971-0906
Nadine Tosk, 504-453-8344