SAN DIEGO, Sept. 05, 2018 (GLOBE NEWSWIRE) -- Retrophin, Inc. (NASDAQ: RTRX) today announced the pricing of its
offering of $240 million aggregate principal amount of 2.50% convertible senior notes due 2025 (the “notes”) to be sold in an
underwritten offering. The sale of the notes is expected to close on September 10, 2018, subject to customary closing conditions.
The aggregate principal amount of the offering was increased from the previously announced offering size of $200 million. Retrophin
also granted the underwriters of the notes an option to purchase, for settlement on or before September 28, 2018, up to an
additional $36 million aggregate principal amount of notes, solely to cover over-allotments.
The notes will be senior unsecured obligations of Retrophin and will accrue interest payable in cash
semi-annually in arrears at a rate of 2.50% per annum. The notes will mature on September 15, 2025, unless earlier converted,
redeemed or repurchased. Prior to the close of business on the business day immediately preceding May 15, 2025, the notes
will be convertible at the option of the holders only upon the satisfaction of certain conditions. Thereafter, the notes will be
convertible at the option of the holders at any time until the close of business on the scheduled trading day immediately before
the maturity date. Upon conversion, Retrophin will pay or deliver, as the case may be, cash, shares of its common stock or a
combination of cash and shares of its common stock, at its election. The initial conversion rate will be 25.7739 shares per $1,000
principal amount of notes (equivalent to an initial conversion price of approximately $38.80 per share), subject to adjustment upon
the occurrence of specified events.
Retrophin may not redeem the notes prior to September 15, 2022. Retrophin has the right, at its election, to
redeem all, or any portion, of the notes, at any time and from time to time, on a redemption date occurring on or after September
15, 2022 and, in the case of any partial redemption, on or before the 40th scheduled trading day before the maturity date, for
cash, but only if the last reported sale price per share of Retrophin’s common stock exceeds 130% of the conversion price on each
of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the
trading day immediately before Retrophin sends the related redemption notice, at a redemption price equal to 100% of the principal
amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Retrophin estimates that the net proceeds from the offering will be approximately $232.4 million (or
approximately $267.3 million if the underwriters exercise in full their option to purchase additional notes, solely to cover
over-allotments), after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by
Retrophin.
Retrophin intends to use a portion of the net proceeds from the offering to repurchase approximately $23 million
aggregate principal amount of its outstanding 4.50% senior convertible notes due 2019 for cash, including accrued and unpaid
interest, of approximately $40 million. Retrophin intends to use the remaining net proceeds from the offering for general corporate
purposes, which may include clinical trial and other research and development expenses, commercialization expenses, capital
expenditures, working capital and general and administrative expenses, and potential acquisitions of or investments in businesses,
products and technologies that complement Retrophin’s business, including, without limitation, Retrophin’s potential exercise of
its option to acquire Censa Pharmaceuticals.
Jefferies and Barclays are acting as joint book-running managers for the offering. Leerink Partners and Nomura
are acting as co-managers for the offering.
The offering of the notes has been registered under the Securities Act of 1933, as amended. For additional
information relating to the offering, Retrophin refers you to its Registration Statement on Form S-3, which Retrophin filed with
the Securities and Exchange Commission (the “SEC”) on September 4, 2018 and which became immediately effective on the same date. A
preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available
on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus
relating to the offering may also be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, 2nd Floor, New York, NY 10022, or by calling 877-547-6340 or by e-mailing Prospectus_Department@Jefferies.com; or from
Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling (888)
603-5847, or by emailing barclaysprospectus@broadridge.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any
shares issuable upon conversion of the notes, nor shall there be any sale of the notes or such shares, in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful. The offering of these securities will be made only by means of the
prospectus supplement and the accompanying prospectus.
About Retrophin
Retrophin is a biopharmaceutical company specializing in identifying, developing and delivering
life-changing therapies to people living with rare diseases. The Company’s approach centers on its pipeline featuring late-stage
assets targeting rare diseases with significant unmet medical needs, including fosmetpantotenate for pantothenate kinase-associated
neurodegeneration (PKAN), a life-threatening neurological disorder that typically begins in early childhood, and sparsentan for
focal segmental glomerulosclerosis (FSGS) and IgA nephropathy (IgAN), disorders characterized by progressive scarring of the kidney
often leading to end-stage renal disease. Research in additional rare diseases is also underway, including a joint development
arrangement evaluating the potential of CNSA-001 in phenylketonuria (PKU), a rare genetic metabolic condition that can lead to
neurological and behavioral impairment. Retrophin’s R&D efforts are supported by revenues from the Company’s commercial
products Chenodal®, Cholbam® and Thiola®.
Forward-Looking Statements
In addition to historical facts, this press release contains forward-looking statements that involve a number of
risks and uncertainties such as those, among others, relating to Retrophin’s expectations regarding the completion of its proposed
offering, the expected net proceeds therefrom and Retrophin’s intention to repurchase a portion of its outstanding 4.50% senior
convertible notes due 2019. Among the factors that could cause actual results to differ materially from those indicated in
the forward-looking statements are risks and uncertainties associated with market conditions, the satisfaction of closing
conditions related to the offering, and risks related to the application of the net proceeds, if any, from the offering, as well as
risks and uncertainties associated with Retrophin’s business and finances in general, and the other risks described in Retrophin’s
quarterly report on Form 10-Q for the quarter ended June 30, 2018. Retrophin undertakes no obligation to update the
statements contained in this press release after the date hereof.
Contact:
Chris Cline, CFA
Vice President, Investor Relations & Corporate Communications
760-260-8600
IR@retrophin.com
