UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): November 1,
2010
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
|
Delaware
|
94-3023969
|
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
|
Incorporation)
|
932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
On
November 5, 2010, PDL BioPharma, Inc. (the “Company”) issued a press release
announcing the completion of its exchange of $92.0 million in aggregate
principal of the Company’s outstanding 2.00% Convertible Senior Notes, due
February 15, 2012, for $92.0 million in aggregate principal of new 2.875%
Convertible Senior Notes due February 15, 2015 (the
“2015 Notes”). In addition, the Company announced that it
completed its private placement of $88.0 million in aggregate principal of 2015
Notes. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
In
connection with the privately negotiated exchange and purchase agreements
entered into on October 27, 2010, the Company retained Lazard Frères & Co.
LLC as financial advisor. In connection with matters related to the transaction,
JMP Securities LLC acted as a financial advisor to the Company.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
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99.1
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Press
Release, Dated November 5, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| PDL BIOPHARMA, INC. | |||
| (Company) | |||
|
|
By:
|
/s/ Christine R. Larson | |
| Christine R. Larson | |||
| Vice President and Chief Financial Officer | |||
Dated: November
5, 2010
EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release, Dated November 5, 2010
|
|
Contacts:
|
|
| Cris Larson | Jennifer Williams |
| PDL BioPharma, Inc. | Cook Williams Comm. |
| 775-832-8505 | 360-668-3701 |
| Cris.Larson@pdl.com | Jennifer@cwcomm.org |
PDL
BioPharma Completes Exchange to Retire $92.0 Million of
2.00%
Convertible Notes due August 2012
INCLINE
VILLAGE, NV, November 5, 2010
– PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) announced today that it has
completed the exchange of $92.0 million in aggregate principal of the Company’s
outstanding 2.00% Convertible Senior Notes due February 15, 2012 (the 2012
Notes) in separate, privately negotiated exchange transactions with the note
holders. Pursuant to the exchange transactions, the note holders
received $92.0 million in aggregate principal of new 2.875% Convertible Senior
Notes due February 15, 2015 (the 2015 Notes). As part of the
transaction, the Company also placed an additional $88.0 million in aggregate
principal of the 2015 Notes. Following the exchange
transactions, $136.0 million of the 2012 Notes remain
outstanding. The conversion rate for the 2015 Notes is 140.571 shares
of common stock per $1,000 principal amount of the 2015 Notes or $7.11 per share
of common stock. The shares of the Company’s common stock issuable
upon the conversion of the 2015 Notes have been reserved for issuance by the
Company and listed on the NASDAQ Stock Market.
About
PDL BioPharma
PDL
pioneered the humanization of monoclonal antibodies and, by doing so, enabled
the discovery of a new generation of targeted treatments for cancer and
immunologic diseases. PDL is focused on maximizing the value of its antibody
humanization patents and related assets. The Company receives royalties on sales
of a number of humanized antibody products marketed by leading pharmaceutical
and biotechnology companies today based on patents which expire in late 2014.
For more information, please visit www.pdl.com.
NOTE: PDL
BioPharma and the PDL BioPharma logo are considered trademarks of PDL BioPharma,
Inc.
###