Celcuity to Offer $400M Convertible Senior Notes Due 2032
CELC•Celcuity plans to offer $400 million of convertible senior notes due August 1, 2032, with a 30-day option to upsize by $60 million. Net proceeds will repay all obligations under its amended Oxford Finance loan, with remaining funds allocated to working capital, clinical trials and potential acquisitions.
1. Offering Terms
Celcuity is conducting an underwritten public offering of $400 million aggregate principal amount of convertible senior notes due August 1, 2032. The company will grant underwriters a 30-day option to purchase up to an additional $60 million of notes to cover over-allotments. Interest on the notes will be payable semi-annually in arrears, and the notes will be general unsecured senior obligations.
2. Conversion and Redemption
Upon conversion, the company may settle in cash, common stock, or a combination at its election, with conversion rate and interest rate to be determined at pricing. The notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased by Celcuity. Redemption or repurchase may occur at company discretion under specified conditions.
3. Use of Proceeds
Celcuity intends to use net proceeds first to repay in full its amended and restated loan agreement with Oxford Finance and associated lenders. Remaining funds will support working capital needs, clinical trial and commercialization expenditures, research and development, business development activities and potential acquisitions, though no binding deals are in place.
4. Closing Conditions and Managers
The closing of the offering is subject to market conditions and there is no assurance of completion or final size and terms. Jefferies, J.P. Morgan, TD Cowen and Guggenheim Securities are acting as joint book-running managers, with LifeSci Capital as lead manager and Craig-Hallum and Wolfe | Nomura Alliance as co-managers.
