By Abigail W. Adams
Portland, Me., May 19 – Gossamer Bio Inc. priced an upsized $200 million of seven-year convertible notes after the market close on Monday at par with a coupon of 5% and an initial conversion premium of 22.5%, according to an FWP filing with the Securities and Exchange Commission.
Pricing came in line with talk for a fixed coupon of 5% and a fixed initial conversion premium of 22.5%, according to a market source.
BofA Securities Inc, SVB Leerink LLC and Piper Sandler Co. are joint bookrunners for the registered offering, which carries an upsized greenshoe of $30 million.
The initial size of the offering was $175 million with a greenshoe of $26.25 million.
The notes are non-callable until June 6, 2024 and then subject to a 130% premium. They are putable upon a fundamental change.
The notes will be settled in cash, shares or a combination of both at the company’s option.
The company also priced a secondary offering of $125 million, or 9,433,963 shares, at $13.25 a share.
Talk was for a reoffer range of $13.25 to $13.75.
The secondary offering carries a greenshoe of $18.75 million, or 1,415,094 shares.
Proceeds from the convertible notes offering will be $193.3 million, or $222.4 million if the greenshoe is exercised in full.
Proceeds from the common stock offering will be $117 million, or $134.6 million if the greenshoe is exercised in full.
Proceeds will be used to fund the research and development of product candidates, for working capital and for general corporate purposes.
Gossamer is a San Diego-based biopharmaceutical company.
| Issuer: | Gossamer Bio Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $200 million
|
| Greenshoe: | $30 million
|
| Maturity: | June 1, 2027
|
| Bookrunners: | BofA Securities Inc, SVB Leerink LLC and Piper Sandler Co.
|
| Coupon: | 5%
|
| Price: | Par
|
| Yield: | 5%
|
| Conversion premium: | 22.5%
|
| Conversion price: | $16.23
|
| Conversion rate: | 61.6095
|
| Call options: | Non-callable until June 6, 2024 and then subject to a 130% premium
|
| Put options: | Upon a fundamental change
|
| Pricing date: | May 18
|
| Settlement date: | May 21
|
| Distribution: | Registered
|
| Talk: | Fixed coupon of 5% and fixed initial conversion premium of 22.5%
|
| Stock symbol: | Nasdaq: GOSS
|
| Stock price: | $13.25 in concurrent offering
|
| Market capitalization: | $996.7 million
|
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