PDL BioPharma launches exchange offer for 2.875% convertible notes

By Jennifer Chiou

New York, Nov. 15 - PDL BioPharma, Inc. announced an offer to exchange new 2.875% series 2011 convertible senior notes due 2015 for its existing 2.875% convertible senior notes due Feb. 15, 2015.

The company is offering a like amount of new notes and a cash payment/exchange fee of $2.50 per $1,000 principal amount of validly tendered old notes.

According to a news release, the terms of the new notes will be substantially the same as those of the old notes, except that the new notes will contain a net share settlement feature that will require PDL to settle the conversion value of the new notes, determined over a 40-trading day measurement period after the conversion date, in cash and shares of PDL common stock. This is instead of exclusively in PDL shares.

The company added that certain changes have been made to the settlement procedures and the anti-dilution provisions of the new notes in order to accommodate the effects of this net share settlement feature.

In addition, clarifying language was added to the anti-dilution provisions in conformity with PDL's 3.75% convertible senior notes due 2015, which also convert on a net share settlement basis, the company said.

The offer will end at 5 p.m. ET on Dec. 13.

There is no minimum tender threshold.

The information agent is Georgeson, Inc. (866 541-3547 or 212 440-9800 for banks and brokers).

PDL is an Incline Village, Nev., biopharmaceutical company.

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