CULVER CITY, Calif.--(BUSINESS WIRE)--Dec. 15, 2016--
Inc. (Nasdaq: NH) today announced its intention to offer, subject to
market conditions and other factors, $100 million aggregate principal
amount of convertible senior notes due 2021 (the “notes”) in a private
placement to qualified institutional buyers pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended (the “Act”).
NantHealth also intends to grant the initial purchasers of the notes a
13-day option to purchase up to an additional $15 million aggregate
principal amount of the notes.
Entities affiliated with Dr. Patrick Soon-Shiong, our Chairman and Chief
Executive Officer, have also indicated an interest in purchasing up to
$20 million aggregate principal amount of the notes in a separate
concurrent private placement under Section 4(a)(2) of the Act (the
“concurrent private placement”). These entities are under no obligation
to purchase any of the notes offered in the concurrent private placement
and their interest in purchasing such notes is not a commitment to do
so. Any notes purchased by such affiliated entities may reduce the
aggregate principal amount of notes offered hereby by a corresponding
aggregate principal amount.
The notes will be unsecured, senior obligations of NantHealth, and
interest will be payable semi-annually in arrears. The notes will be
convertible into cash, shares of NantHealth’s common stock (“common
stock”), or a combination thereof, at NantHealth’s election. The
interest rate, initial conversion rate and other terms of the notes will
be determined upon pricing of the offering between NantHealth and the
initial purchasers of the notes.
NantHealth expects to use the net proceeds from this offering for
general corporate purposes, which may include commercializing new
solutions and product extensions and potentially pursuing targeted
The notes will be offered to qualified institutional buyers pursuant to
Rule 144A under the Act, outside the United States pursuant to
Regulation S under the Act, and in the separate concurrent private
placement pursuant to Section 4(a)(2) under the Act. Neither the notes
nor the shares of common stock issuable upon conversion of the notes, if
any, have been, nor will be, registered under the Act or the securities
laws of any other jurisdiction and may not be offered or sold in the
United States absent registration or an applicable exemption from such
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful.
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Source: NantHealth, Inc.
Jen Hodson, 562-397-3639
Robert Jaffe, 424-288-4098