Replies to post #150933 on Amarin Corp Plc (AMRN)

[alwayswatching1]

Thanks Dan for your insight. It is very much appreciated by those of us who don't speak balance sheet as our second language.

[ggwpq]

Dan, this conversion brings no new cash to the company, therefore has no impact whether the company would do a secondary or not. From a balance sheet standpoint, Amarin will have $30M less in debt but 7.7M more shares. But this 7.7M more shares are already accounted for in the 371M fully diluted shares outstanding, hence no change in EV. Waiting for HDG, the master, to clarify better.


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Jan 20, 2017
BEDMINSTER, N.J. and DUBLIN, Ireland, Jan. 20, 2017 (GLOBE NEWSWIRE) -- Amarin Corporation plc (Nasdaq:AMRN) ("Amarin") announced today that it and its wholly owned subsidiary, Corsicanto II Designated Activity Company (the "Issuer"), have entered into separate, privately negotiated purchase agreements with certain investors pursuant to which the Issuer will issue and sell $30.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2047 (the "2017 Notes"), which will be guaranteed by Amarin, at an issue price of 100%. The purchase agreements were entered into in contemplation of the surrender for purchase of approximately $15.0 million aggregate principal amount of 3.50% Exchangeable Senior Notes due 2032, which were issued in January 2012 by a subsidiary of Amarin (the "2012 Notes"). As detailed in an Amarin press release issued on December 16, 2016, Amarin was required by the terms of the indenture governing the 2012 Notes to purchase all 2012 Notes surrendered to it on January 19, 2017. As of today, approximately $0.1 million aggregate principal amount of 2012 Notes remain outstanding.

The 2017 Notes will be exchangeable into American Depositary Shares of Amarin ("ADSs") at the option of the holders at an initial exchange rate of 257.2016 ADSs per $1,000 principal amount of 2017 Notes (equivalent to an initial exchange price of approximately $3.89 per ADS), subject to adjustment in certain circumstances. The exchange price represents a premium of approximately 35% over the last reported sale price of $2.88 per share of Amarin's ADS on The NASDAQ Global Market on January 19, 2017. The transaction is expected to close on January 25, 2017, subject to customary closing conditions.

The net proceeds from the offering are expected to be $28.9 million after deducting placement agent fees and estimated offering expenses payable by Amarin. A portion of the net proceeds from the offering will replenish approximately $15.0 million of cash on hand that Amarin used to purchase substantially all of the 2012 Notes. Amarin anticipates that it will use such cash on hand and the remainder of the net proceeds from the offering for general corporate and working capital purposes.

Lazard is acting as financial advisor and placement agent in connection with the 2017 Notes offering.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The 2017 Notes and the ADSs issuable upon exchange of the 2017 Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements.


https://investor.amarincorp.com/news-releases/news-release-details/amarin-announces-debt-restructuring-and-related-private

[jfmcrr]

who knew about this? was this couple million dollars written off until a few days ago? this subsidiary now owns $150 million of amarin stock (which means amarin owns it). is this money not usable? if so, that should send the stock flying. this is speculation, but something i found possibly interesting

Usable in a larger strategic sense, rather than a day to day practical sense? The corp is worth cleaner if they want to do debt financing, rather than "We need to upsize legal and accounting, contract for more inventory, update... and maintain our cash position...let's sell 50K shares every Monday for a few months..."

[VuBru]

I wondered the same thing - they gave shares to their subsidiary, which means they gave the difference between the conversion price and market PPS to themselves, in a sense. Maybe they have totally separate financial systems so they can't use these proceeds as their own even though it is a subsidiary.

[sts66]

Corsicanto II Designated Activity Company issue debt guaranteed by AMRN, president is Joe Kennedy - I can't figure out the exact relationship between this "wholly owned subsidiary" and AMRN, or who now has shares of stock worth $150M - a bigger question is who actually provided the initial $30M to buy the convertible notes, because *they* presumably now own the shares.