Item 1.01 Entry into a Material Definitive Agreement.
Completion of Senior Convertible Notes Offering
On March 11, 2022, Travere Therapeutics, Inc. (the "Company") completed its
registered underwritten public offering of $316.25 million aggregate principal
amount of 2.25% Convertible Senior Notes due 2029 (such notes, the "Notes," and
such offering, the "Offering") pursuant to the underwriting agreement (the
"Underwriting Agreement") with Jefferies LLC, SVB Securities LLC, BofA
Securities, Inc. and Evercore Group L.L.C. (the "Underwriters"), described in
Item 8.01 below, which includes $41.25 million aggregate principal amount of
Notes sold pursuant to the full exercise of the underwriters' option to purchase
additional Notes, solely to cover over-allotments.
The Notes were offered and sold in a public offering registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
registration statement on Form S-3 filed with the Securities and Exchange
Commission on September 3, 2021, which was effective upon filing (Registration
No. 333-259311), including the prospectus supplement filed by the Company with
the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the
Securities Act, dated March 8, 2022, to the prospectus contained in the
registration statement (the "Registration Statement").
Base Indenture and Supplemental Indenture
The Company issued the Notes under an indenture, dated as of September 10, 2018
(the "Base Indenture"), between the Company and U.S. Bank Trust Company,
National Association (as successor in interest to U.S. Bank National
Association), as trustee (the "Trustee"), as supplemented by the second
supplemental indenture, dated as of March 11, 2022 (the "Supplemental Indenture"
and, together with the Base Indenture, the "Indenture"), between the Company and
the Trustee.
The Notes will mature on March 1, 2029 (the "Maturity Date"), unless earlier
repurchased, redeemed, or converted. The Notes are senior unsecured obligations
of the Company and bear interest at an annual rate of 2.25%, payable
semi-annually in arrears on March 1 and September 1 of each year, beginning on
September 1, 2022.
Holders may convert their Notes at their option only in the following
circumstances: (1) during any calendar quarter commencing after the calendar
quarter ending on June 30, 2022 (and only during such calendar quarter), if the
last reported sale price per share of the Company's common stock for each of at
least 20 trading days, whether or not consecutive, during the period of 30
consecutive trading days ending on, and including, the last trading day of the
immediately preceding calendar quarter exceeds 130% of the conversion price on
the applicable trading day; (2) during the five consecutive business days
immediately after any 10 consecutive trading day period (such 10 consecutive
trading day period, the "measurement period") if the trading price per $1,000
principal amount of Notes for each trading day of the measurement period was
less than 98% of the product of the last reported sale price per share of the
Company's common stock on such trading day and the conversion rate on such
trading day; (3) upon the occurrence of certain corporate events or
distributions on the Company's common stock; (4) if the Company calls the Notes
for redemption; and (5) at any time from, and including, December 1, 2028 until
the close of business on the scheduled trading day immediately before the
Maturity Date. The Company will settle conversions by paying or delivering, as
applicable, cash, shares of the Company's common stock, or a combination of cash
and shares of the Company's common stock, at the Company's election, based on
the applicable conversion rate(s).
The initial conversion rate for the Notes is 31.3740 shares of the Company's
common stock per $1,000 principal amount of Notes, which represents an initial
conversion price of approximately $31.87 per share. If a "make-whole fundamental
change" (as defined in the Indenture) occurs, then the Company will in certain
circumstances increase the conversion rate for a specified period of time.
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The Company may not redeem the Notes at its option at any time before March 2,
2026. The Notes will be redeemable, in whole or in part (subject to the partial
redemption limitation described below), at the Company's option at any time, and
from time to time, on or after March 2, 2026 and, in the case of any partial
redemption, on or before the 40th scheduled trading day before the Maturity
Date, at a cash redemption price equal to the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the
redemption date but only if the last reported sale price per share of the
Company's common stock exceeds 130% of the conversion price on (1) each of at
least 20 trading days, whether or not consecutive, during the 30 consecutive
trading days ending on, and including, the trading day immediately before the
date the Company sends the related redemption notice; and (2) the trading day
immediately before the date the Company sends such notice. However, the Company
may not redeem less than all of the outstanding Notes unless at least
$100.0 million aggregate principal amount of Notes are outstanding and not
called for redemption as of the time the Company sends the related redemption
notice. In addition, calling any Note for redemption will constitute a
make-whole fundamental change with respect to that Note, in which case the
conversion rate applicable to the conversion of that Note will be increased in
certain circumstances if it is converted after it is called for redemption. If a
fundamental change (as defined in the Indenture) occurs, then, except as
described in the Indenture, holders may require the Company to repurchase their
Notes at a cash repurchase price equal to the principal amount of the Notes to
be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the
fundamental change repurchase date.
The Indenture contains customary events of default including: (1) a default in
the payment when due (whether at maturity, upon redemption, repurchase upon
fundamental change or otherwise) of the principal of, or the redemption price or
fundamental change repurchase price for, any Note; (2) a default for 30
consecutive days in the payment when due of interest on any Note; (3) the
Company's failure to deliver, when required by the Indenture, a fundamental
change notice or certain other required notices if (in the case of any notice
other than a notice for specified corporate events) such failure is not cured
within one business day after its occurrence; (4) a default in the Company's
obligation to convert a Note in accordance with the Indenture upon the exercise
of the conversion right with respect thereto and such failure continues for five
business days; (5) a default in the Company's obligations related to a
consolidation, merger or asset sale of the Company; (6) a default in the
Company's obligations or agreements under the Indenture or the Notes (other than
a default set forth in (1), (2), (3), (4), or (5) above) where such default is
not cured or waived within 60 days after notice to the Company by the trustee,
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this
Item 2.03.
Item 8.01 Other Events.
On March 8, 2022, the Company entered into the Underwriting Agreement with the
Underwriters, pursuant to which the Company agreed to sell $275 million
aggregate principal amount of Notes and, at the option of the Underwriters, up
to an additional $41.25 million aggregate principal amount of Notes, solely to
cover over-allotments.
The Underwriting Agreement includes customary representations, warranties and
covenants. Under the terms of the Underwriting Agreement, the Company has agreed
to indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act, or contribute to payments that the Underwriters may be
required to make in respect of those liabilities.
The foregoing description of the Underwriting Agreement is qualified in its
entirety by the copy thereof which is attached as Exhibit 1.1 and incorporated
herein by reference.
The Company estimates that net proceeds from the Offering will be approximately
$306.3 million, after deducting the Underwriters' discounts and estimated
transaction expenses associated with the Offering payable by the Company. The
Company intends to use a portion of the net proceeds from the offering to
repurchase approximately $207.1 million aggregate principal amount of its
outstanding 2.50% senior convertible notes due 2025 for cash, including accrued
and unpaid interest, of approximately $213.8 million. The Company intends to use
the remaining net proceeds from the offering for general corporate purposes,
which may include clinical trial and other research and development expenses,
commercialization expenses, capital expenditures, working capital and general
and administrative expenses.
In connection with the Offering, the Company is filing the opinion and consent
of its counsel, Cooley LLP, regarding the validity of the securities being
registered as Exhibits 5.1 and 23.1 hereto, respectively.
On March 8, 2022, the Company issued press releases announcing the commencement
of the Offering and the pricing of the Offering. Copies of these press releases
are attached as Exhibits 99.1 and 99.2 hereto, respectively.
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Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including,
without limitation, statements about the Offering and the Company's expectations
regarding the expected net proceeds from the Offering and use of those net
proceeds. These statements relate to future events and involve known and unknown
risks, uncertainties and other factors which may cause the Company's actual
results, performance or achievements to be materially different from any future
results, performances or achievements expressed or implied by the
forward-looking statements. In some cases, you can identify forward-looking
statements by terms such as "may", "will", "should", "could", "would",
"expects", "plans", "anticipates", "believes", "estimates", "projects",
"predicts", "potential" and similar expressions intended to identify
forward-looking statements. These statements reflect the Company's current views
with respect to future events and are based on assumptions and subject to risks
and uncertainties. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. Also, these forward-looking
statements represent the Company's estimates and assumptions only as of the date
of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1* Underwriting Agreement, dated March 8, 2022, by and among the
Company, Jefferies LLC, SVB Securities LLC, BofA Securities, Inc. and
Evercore Group L.L.C.
4.1 Base Indenture, dated September 10, 2018, between the Company and
U.S. Bank National Association, as Trustee (incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with
the SEC on September 10, 2018 .
4.2 Second Supplemental Indenture, dated March 11, 2022, between the
Company and U.S. Bank Trust Company, National Association, as Trustee
(including the form of 2.25% Convertible Senior Note due 2029).
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (included in Exhibit 5.1).
99.1 Launch Press Release of the Company dated March 8, 2022.
99.2 Pricing Press Release of the Company dated March 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company undertakes to furnish supplemental copies of any of the omitted
schedules upon request by the SEC.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRAVERE THERAPEUTICS, INC.
Dated: March 11, 2022 By: /s/ Eric Dube
Name: Eric Dube
Title: Chief Executive Officer© Edgar Online, source Glimpses
TRAVERE THERAPEUTICS, INC. 
