Orrick Advises on Intercept Pharmaceuticals' $460 Million Convertible Bond Offering


Orrick represented RBC Capital Markets, UBS Investment Bank, Bank of America Merrill Lynch, Citigroup and Credit Suisse as joint book-running managers in connection with an offering by Intercept Pharmaceuticals, Inc. of $460 million aggregate principal amount of its 3.25% Convertible Senior Notes due 2023. The offering amount includes $60 million issued upon the exercise by the joint book-running managers of their entire option to purchase additional notes to cover over-allotments.

Intercept Pharmaceuticals is a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral, progressive liver diseases with high unmet medical need utilizing our proprietary bile acid chemistry. The company used a portion of the net proceeds to pay the cost of capped call transactions that it entered into in connection with the notes offering, which are expected generally to reduce the potential dilution and/or offset cash payments due upon any conversion of the notes. Intercept Pharmaceuticals intends to use the remaining net proceeds to fund the ongoing commercialization of its lead product in the United States and prepare for its commercial launch in Europe, as well as finance its ongoing clinical development and research and development programs.

The Orrick team was led by capital markets partners Christopher Austin and Stephen Ashley, and included capital markets senior associate Kenneth Marx, corporate associate Daniela Ritter, intellectual property of counsel Anthony Kuhlmann, tax partner John Narducci, tax senior associate James Larkin, and summer associates Maria Stracqualursi and Will Peifer.