OPKO Health Announces Private Offering of Convertible Senior Notes Due 2029

Proceeds to be used for privately negotiated repurchases of common stock and outstanding 4.50% Convertible Senior Notes due 2025

MIAMI, Jan. 03, 2024 (GLOBE NEWSWIRE) -- OPKO Health, Inc. (NASDAQ: OPK) (the “Company”) today announced that it is commencing a private offering of $200.0 million aggregate principal amount of its Convertible Senior Notes due 2029 (the “Notes”). The Company also expects to grant the initial purchaser in the offering an option to purchase, within the 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $30.0 million aggregate principal amount of the Notes.

The Notes will be senior unsecured obligations of the Company, are expected to pay interest semiannually and will mature on January 15, 2029, unless earlier purchased or converted in accordance with their terms. Holders of the Notes will have the right to convert their Notes in certain circumstances and during specified periods. Conversions of the Notes will be settled in cash, shares of the Company’s common stock (“common stock”) or a combination of thereof, at the Company’s election. However, before the Company has available and has reserved the maximum number of shares of the common stock issuable under the Notes, the Company will be required to elect to deliver solely cash or, subject to certain limitations, a combination of cash and shares of the common stock upon conversion. The interest rate, initial conversion rate and other terms of the Notes will be determined at the pricing of the Notes.

Certain entities affiliated with Phillip Frost, M.D., the Company’s Chairman and Chief Executive Officer, and Jane H. Hsiao, Ph.D., MBA, the Company’s Vice-Chairman and Chief Technical Officer, as well as additional existing holders, have indicated an interest in acquiring, in a concurrent private placement, approximately $70.0 million aggregate principal amount of the Company’s Convertible Senior Notes due 2029 (the “Affiliate Notes”) in exchange for approximately $70.0 million aggregate principal amount of the Company’s existing 5% convertible promissory notes, inclusive of approximately $5.0 million of accrued but unpaid interest thereon, held by such persons. The Company expects the Affiliate Notes to constitute part of the same series as the Notes. However, if issued, the Affiliate Notes will not initially be fungible with the Notes and will be subject to different transfer restrictions than the Notes. The offering of the Notes is not conditioned upon the closing of the concurrent private placement of Affiliate Notes, but such private placement is conditioned upon the closing of the offering of the Notes. The foregoing persons’ indication of interest is not a binding agreement or commitment to acquire the Affiliate Notes or any other securities.