Celcuity Upsizes $500M Convertible Notes Due 2032 with 40% Premium
CELC•Celcuity Inc. upsized its offering to $500M of 0.25% convertible notes due 2032, convertible at $124.53 per share for a 40% premium. Net proceeds of about $484M (or $557M if over-allotment is exercised) will repay an Oxford Finance loan and fund clinical research and acquisitions.
1. Offering Oversubscription and Terms
Celcuity increased its convertible note offering from $400M to $500M and granted underwriters a 30-day option for an additional $75M. The notes carry a 0.25% annual coupon payable semi-annually and are unsecured senior obligations maturing on August 1, 2032, subject to customary closing conditions.
2. Conversion and Redemption Features
The notes convert at an initial rate of 8.0302 shares per $1,000 principal (equivalent to a $124.53 conversion price, a 40% premium). Conversion may be settled in cash, stock or a combination, and the company may redeem notes from August 6, 2029, if the share price exceeds 130% of the conversion price, with make-whole adjustments on certain fundamental changes.
3. Use of Proceeds
Net proceeds are expected to be approximately $484.3M (or $557M if over-allotment is exercised). Funds will repay all outstanding obligations under the Oxford Finance loan agreement, with the balance allocated to clinical research, development, potential acquisitions and general corporate purposes.
