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Published on 7/12/2013 in the Prospect News Convertibles Daily.

New Issue: Merrimack prices upsized $125 million seven-year convertibles to yield 4.5%, up 25%

By Rebecca Melvin

New York, July 12 - Merrimack Pharmaceuticals Inc. priced an upsized $125 million of seven-year convertible senior notes after the market close Thursday at par to yield 4.5% with an initial conversion premium of 25%, according to a term sheet.

Merrimack also priced a downsized $25 million of common stock, or 5 million shares at $5.00 per share.

The registered, off-the-shelf offering of notes was initially talked at $75 million in size, and the stock offering was initially talked at $50 million.

Pricing of the notes came at the midpoint of talked terms, which were for a 4.25% to 4.75% coupon and 22.5% to 27.5% premium.

The $18.75 million greenshoe of notes was upsized from $11.25 million. The stock offering has a $3.75 million greenshoe, which was downsized from $7.5 million.

Joint bookrunners of the notes offering were J.P. Morgan Securities LLC and BofA Merrill Lynch.

The notes are non-callable for life with no puts. There is takeover and dividend protection.

Proceeds from both offerings will be used to fund research and clinical development and seek marketing approval for MM-398 for the treatment of metastatic pancreatic cancer, to fund additional clinical-stage product candidates and for general corporate purposes.

Merrimack is a Cambridge, Mass.-based biopharmaceutical company.

Issuer:Merrimack Pharmaceuticals Inc.
Issue:Convertible senior notes
Amount:$125 million, upsized from $75 million
Greenshoe:$18.75 million, upsized from $11.25 million
Maturity:July 15, 2020
Concurrent stock offering:5 million common shares, at $5.00 per share
Concurrent stock greenshoe:$3.75 million, downsized from $7.5 million
Bookrunners:J.P. Morgan Securities LLC and BofA Merrill Lynch
Co-managers:Cowen & Co. LLC, Jefferies & Co.
Coupon:4.5%
Price:Par of $1,000
Yield:4.5%
Conversion premium:25%
Conversion price:$6.25
Conversion ratio:160.0000
Call option:Non-callable
Put option:No puts
Dividend protection:Yes
Takeover protection:Yes
Price talk:4.25%-4.75%, up 22.5%-27.5%
Pricing date:July 11
Settlement date:July 17
Stock symbol:Nasdaq: MACK
Stock reference price:$5.03 at close July 11
Distribution:Registered, off the shelf
Market capitalization:$483.3 million

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