Item 1.01. Entry into a Material Definitive Agreement.
On October 28, 2020, Ultragenyx Pharmaceutical Inc. ("we," "Ultragenyx" or the
"Company") entered into an underwriting agreement (the "Underwriting Agreement")
with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc.,
and Cowen and Company, LLC (the "Underwriters"), providing for the offer and
sale in an underwritten public offering (the "Offering") of 4,444,444 shares of
the Company's common stock, par value $0.001 per share (the "Common Stock"), at
a public offering price of $90.00 per share, to be purchased by the Underwriters
from the Company at a price of $85.275 per share. Pursuant to the Underwriting
Agreement, the Company granted the Underwriters a 30-day option (the "Option")
to purchase up to an additional 666,666 shares of Common Stock on the same
terms. On October 29, 2020, the Underwriters exercised the Option in full.
The Offering closed on November 2, 2020. In the Underwriting Agreement, the
Company agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments that the Underwriters may be required to make because of
such liabilities.
We estimate that the net proceeds we will receive from the Offering will be
approximately $435.4 million, after deducting the Underwriters' discounts and
commissions and estimated offering expenses payable by us.
The Offering was made under a prospectus supplement and related prospectus filed
with the Securities and Exchange Commission pursuant to the Company's
automatically effective shelf registration statement on Form S-3 (Registration
No. 333-223123). The Offering was not registered under any state blue sky laws.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of
the securities issued in the Offering is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of October 28, 2020, among
Ultragenyx Pharmaceutical Inc. and J.P. Morgan Securities LLC, Goldman
Sachs & Co. LLC, BofA Securities, Inc., and Cowen and Company, LLC
5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
104 The cover page from the Company's Current Report on Form 8-K dated
October 27, 2020 formatted in Inline XBRL.
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