Item 8.01. Other Events.
Convertible Note Repurchase
On May 24, 2022, Neurocrine Biosciences, Inc. (the "Company") entered into
separate, privately negotiated transactions (the "Agreements") with certain
holders of its existing 2.25% Convertible Senior Notes due 2024 (the "2024
Notes") to repurchase approximately $179.4 million aggregate principal amount of
the 2024 Notes for an aggregate repurchase price of an amount of cash estimated
to be the sum of (i) approximately $224.0 million, (ii) an amount based in part
on the trading price of the Company's common stock and (iii) accrued and unpaid
interest. The 2024 Notes repurchases are expected to close over a period ending
on June 14, 2022, subject to customary closing conditions. Such repurchases of
the 2024 Notes could affect the market price of the Company's common stock.
On May 24, 2022, the Company issued a press release announcing the repurchase of
the 2024 Notes, a copy of which is attached as Exhibit 99.1 hereto.
Forward-Looking Statements
In addition to historical facts, this Current Report on Form 8-K contains
forward-looking statements that involve a number of risks and uncertainties.
These statements include, but are not limited to, statements related to the
amount of 2024 Notes to be repurchased, the timing of completion of the
repurchases, and the impact of the repurchases on the market price of the
Company's common stock. Among the factors that could cause actual results to
differ materially from those indicated in the forward-looking statements are:
changes in the price of the Company's common stock; changes in the convertible
note and other capital markets; and other risks described in the Company's
periodic reports filed with the Securities and Exchange Commission, including
without limitation the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 2022. The Company disclaims any obligation to update the
statements contained in this Current Report on Form 8-K after the date hereof.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
99.1 Press Release dated May 24, 2022
104 Cover Page Interactive Data File
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