Pacira BioSciences Files 8-K on Financial Obligations and Equity Sales

TL;DR

Pacira BioSciences just filed an 8-K detailing new financial obligations and unregistered equity sales.

AI Summary

On May 9, 2024, Pacira BioSciences, Inc. entered into a Material Definitive Agreement related to a direct financial obligation. The company also reported on the creation of an off-balance sheet arrangement and unregistered sales of equity securities. Specific details regarding the financial obligations and equity sales were not fully disclosed in the provided excerpt.

Why It Matters

This filing indicates potential new financial commitments or debt for Pacira BioSciences and the issuance of new equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves financial obligations and unregistered equity sales, which can introduce financial risk and dilution concerns.

Key Players & Entities

• Pacira BioSciences, Inc. (company) — Registrant
• May 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock, par value $0.001 per share PCRX Nasdaq Global Select
• $250.0 million — Initial Purchasers"), to issue and sell $250.0 million principal amount of its 2.125% Converti
• $37.5 million — s are first issued, up to an additional $37.5 million aggregate principal amount of the Notes
• $278.4 m — amount of the Notes, are approximately $278.4 million, after deducting fees and estimat
• $1,000 — .001 per share (the "Common Stock") per $1,000 principal amount of Notes (which is equ
• $39.56 — itial conversion price of approximately $39.56 per share). The conversion rate of the
• $53.75 — actions will initially be approximately $53.75 per share, representing a premium of ap
• $29.86 — oximately 80% over the closing price of $29.86 per share of the Company's Common Stock
• $200.0 million — e 2025 (the "2025 Notes") to repurchase $200.0 million aggregate principal amount of 2025 Note
• $191.4 million — amount of 2025 Notes for approximately $191.4 million in cash. Following the consummation of
• $202.5 million — the consummation of these repurchases, $202.5 million in aggregate principal amount of the 20
• $25.0 million — ompany's Common Stock for approximately $25.0 million. Item 9.01. Financial Statements and

Filing Documents

• tm2414366d1_8k.htm (8-K) — 42KB
• tm2414366d1_ex4-1.htm (EX-4.1) — 706KB
• tm2414366d1_ex10-1.htm (EX-10.1) — 254KB
• tm2414366d1_ex99-1.htm (EX-99.1) — 18KB
• tm2414366d1_ex99-1img001.jpg (GRAPHIC) — 16KB
• tm2414366d1_ex4-1img001.jpg (GRAPHIC) — 2KB
• tm2414366d1_ex4-1img002.jpg (GRAPHIC) — 3KB
• tm2414366d1_ex4-1img003.jpg (GRAPHIC) — 3KB
• tm2414366d1_ex4-1img004.jpg (GRAPHIC) — 3KB
• tm2414366d1_ex4-1img005.jpg (GRAPHIC) — 2KB
• tm2414366d1_ex4-1img006.jpg (GRAPHIC) — 4KB
• 0001104659-24-061135.txt ( ) — 1435KB
• pcrx-20240509.xsd (EX-101.SCH) — 3KB
• pcrx-20240509_lab.xml (EX-101.LAB) — 33KB
• pcrx-20240509_pre.xml (EX-101.PRE) — 22KB
• tm2414366d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement On May 9, 2024, Pacira BioSciences, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with Jefferies LLC and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named therein (collectively, the "Initial Purchasers"), to issue and sell $250.0 million principal amount of its 2.125% Convertible Senior Notes due 2029 (the "Notes"), in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes were issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $37.5 million aggregate principal amount of the Notes on the same terms and conditions, which option was exercised in full by the Initial Purchasers on May 10, 2024. The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act. Indenture On May 14, 2024, the Company entered into an Indenture relating to the issuance of the Notes (the "Indenture"), by and between the Company and Computershare Trust Company, National Association, as trustee (the "Trustee"). The Notes bear interest at a rate of 2.125% per year, payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2024. The Notes mature on May 15, 2029, unless earlier repurchased by the Company, redeemed or converted pursuant to their terms. The net proceeds from the offering , inclu

03. Creation of a Direct Financial Obligation

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 above is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believed to be "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 9,628,260 shares of the Company's Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 33.4896 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. The Capped Call Transactions were entered into by the Company with the Option Counterparties in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering.

01. Other

Item 8.01. Other Events. 2029 Notes On May 10, 2024, the Company announced the pricing of its offering of the Notes. A copy of the press release announcing the pricing of the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 2025 Note Repurchases On May 9, 2024, the Company entered into separate privately negotiated agreements with certain holders of its outstanding 0.750% convertible senior notes due 2025 (the "2025 Notes") to repurchase $200.0 million aggregate principal amount of 2025 Notes for approximately $191.4 million in cash. Following the consummation of these repurchases, $202.5 million in aggregate principal amount of the 2025 Notes will remain outstanding. Share Repurchases On May 9, 2024, concurrently with the pricing of the offering of the Notes, the Company entered into separate privately negotiated agreements with certain of the Initial Purchasers of the Notes or their respective affiliates and/or certain other financial institutions to repurchase 837,240 shares of the Company's Common Stock for approximately $25.0 million.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Indenture, dated as of May 14, 2024, by and between the Company and Computershare Trust Company, National Association. 4.2 Form of Global 2.125% Convertible Senior Notes due 2029 (included in Exhibit 4.1). 10.1 Form of Capped Call Transaction Confirmation 99.1 Press Release dated May 10, 2024 , announcing the pricing of the notes. 104 Cover Page Interactive Data File (Formatted as Inline XBRL)

Signatures

Signatures 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. Pacira BioSciences, Inc. Date: May 14, 2024 By: /s/ Kristen Williams Kristen Williams Chief Administrative Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR