Summary
Vertex Pharmaceuticals Incorporated filed an 8-K on February 1, 2007, primarily to report its 2006 financial results and to announce the redemption of its 5.75% Convertible Senior Subordinated Notes due 2011. The company will redeem the outstanding $59.6 million in notes on March 5, 2007, from existing cash reserves. Investors have a window until March 2, 2007, to convert these notes into Vertex common stock at a conversion price of $14.94 per share, which could result in the issuance of approximately 4 million shares.
Key Highlights
- 1Vertex Pharmaceuticals reported its consolidated financial results for the year and quarter ended December 31, 2006, via a press release filed as Exhibit 99.1.
- 2The company announced the redemption of its outstanding $59.6 million aggregate principal amount of 5.75% Convertible Senior Subordinated Notes due 2011.
- 3The redemption is scheduled for March 5, 2007.
- 4Noteholders have the option to convert their notes into Vertex common stock at a conversion rate of $14.94 per share until March 2, 2007.
- 5If all outstanding notes are converted, approximately 4 million shares of common stock will be issued.
- 6The redemption will be funded by existing cash, cash equivalents, and other investments.
- 7Certain sections of the press release, specifically 'Key 2006 Achievements and 2007 Objectives' and 'Special Note Regarding Forward-Looking Statements', are incorporated by reference into the 8-K filing and are subject to Section 18 of the Exchange Act.
Frequently Asked Questions
The primary purposes of this 8-K filing are to report Vertex Pharmaceuticals' 2006 financial results and to announce the upcoming redemption of its 5.75% Convertible Senior Subordinated Notes due 2011.
Vertex will redeem $59.6 million of its 5.75% Convertible Senior Subordinated Notes due 2011 on March 5, 2007. Noteholders can convert their notes into Vertex common stock at $14.94 per share anytime before March 2, 2007. The company plans to use existing cash to fund the redemption.
If all holders of the outstanding 2011 Notes choose to convert them before the deadline, Vertex anticipates issuing approximately 4 million new shares of its common stock.
Generally, the information in the press release is not considered 'filed' for Section 18 liability. However, the sections titled 'Key 2006 Achievements and 2007 Objectives' and 'Special Note Regarding Forward-Looking Statements' within the press release are deemed 'filed' and incorporated by reference into the 8-K.