Nuvation Bio completed a registered offering of $250.0 million 0.75% Convertible Senior Notes due 2032, including a 30-day $37.5 million over-allotment option. The company also executed capped call transactions (initial cap price $10.4580 per share) intended to reduce dilution, and entered related indentures and a financing amendment to facilitate the deal. Net proceeds of approximately $241.2 million funded the $14.9 million cost of capped calls and the full repayment and termination of a prior credit agreement totaling about $58.5 million, with the balance for general corporate purposes. The actions enhance liquidity and streamline the capital structure.
Agreement 1: Nuvation Bio Completes $250 Million 0.75% Convertible Notes Offering
- Agreement type: Underwriting agreement for registered convertible notes offering
- Counterparty: Jefferies; Citigroup Global Markets; Cantor Fitzgerald
- Signed / Effective: Jun 25 2026 / Jun 25 2026
- Duration / Termination: N/A
- Reason: Strengthen balance sheet and fund operations
Agreement 2: Nuvation Bio Amends Revenue Interest Financing to Permit Notes and Capped Calls
- Agreement type: First Amendment to Revenue Interest Financing Agreement
- Counterparty: Sagard Healthcare Partners Funding Borrower SPE 2
- Signed / Effective: Jun 24 2026 / Jun 24 2026
- Duration / Termination: N/A
- Reason: Enable issuance of notes and capped calls
Agreement 3: Nuvation Bio Executes Indenture for 0.75% Convertible Notes Due 2032
- Agreement type: Base Indenture and First Supplemental Indenture for 0.75% Convertible Senior Notes due 2032
- Counterparty: U.S. Bank Trust Company
- Signed / Effective: Jun 30 2026 / Jun 30 2026
- Duration / Termination: Through Jul 01 2032
- Reason: Establish terms and governance of convertible notes
Agreement 4: Nuvation Bio Enters Capped Call Transactions to Reduce Dilution
- Agreement type: Capped call confirmations related to convertible notes
- Counterparty: Affiliates of underwriters and other financial institutions
- Signed / Effective: Jun 25 2026 / Jun 25 2026
- Duration / Termination: Through Jul 01 2032
- Reason: Reduce potential dilution and hedge conversion obligations
Agreement 5: Nuvation Bio Repays and Terminates 2025 Credit Agreement Following Notes Offering
- Agreement terminated: Credit Agreement and Guaranty (loan facility)
- Counterparty: Sagard Holdings Manager and lenders
- Original agreement date: Mar 03 2025
- Termination date: Jun 30 2026
- Termination type: Early
- Reason: Refinance and repay prior debt
Original SEC Filing:
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