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ARRY announces exercise of underwriters' option


Could someone explain to me what the pros and cons are of a convertible debt offering vs. a straight equity offering? Is is true that the convertible debt holders will now short the stock? Why would ARRY choose the convertible debt offering?



Array BioPharma Announces Exercise Of Underwriters' Option To Purchase An Additional $17.25 Million Of 3.00% Convertible Senior Notes
PR NewswirePress Release: Array BioPharma Inc. – Fri, Jun 7, 2013 8:00 AM EDT


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BOULDER, Colo., June 7, 2013 /PRNewswire/ -- Array BioPharma Inc. (ARRY) announced today that the underwriters in its previously announced offering of 3.00% Convertible Senior Notes Due 2020 exercised in full their option to purchase an additional $17.25 million in aggregate principal amount of notes. Including the full exercise of the option, Array will issue a total of $132.25 million in aggregate principal amount of 3.00% Convertible Senior Notes Due 2020. Array anticipates that its aggregate net proceeds from the offering will be $128.0 million after deducting the underwriting discount and estimated offering expenses payable by Array, and expects to use approximately $92.6 million of the net proceeds to repay its outstanding secured indebtedness, with the remaining proceeds expected to be used for general corporate purposes. Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering, and Piper Jaffray & Co. and Stifel, Nicolaus & Company, Incorporated are acting as co-managers.



The notes will be general senior unsecured obligations of Array. The notes will bear interest at a rate of 3.0% per year, payable semi-annually, and will mature on June 1, 2020. The notes will be convertible by the holders beginning March 1, 2020, or earlier upon specified events, and upon conversion, the holders will receive, at Array's option, shares of Array's common stock, cash or a combination of shares and cash. The notes will be convertible at an initial conversion rate of 141.8641 shares per $1,000 in principal amount of notes, equivalent to a conversion price of approximately $7.05 per share. Array may redeem some or all of the notes for cash under certain circumstances on or after June 4, 2017. Array anticipates that the offering will close on or about June 10, 2013, subject to customary closing conditions.

The convertible senior note offering is being conducted pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission ("SEC") on June 3, 2013. Before you invest in the convertible senior notes, you should read the prospectus and accompanying final prospectus relating to the offering and other documents Array has filed with the SEC for more complete information about Array and the offering. A final prospectus supplement relating to this offering will be filed with the SEC and will be available at the SEC's web site at http://www.sec.gov/. Printed copies of the final prospectus supplement and accompanying prospectus, when available, may also be obtained from Goldman, Sachs & Co. (Attn:Prospectus Department), 200 West Street, New York, New York 10282, Phone: [phone] , Fax: [phone], Email: [e-mail] or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling [phone] .

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