MannKind Corporation (Nasdaq: MNKD) today announced that it has entered into a previously announced stock lending agreement pursuant to which it will lend 9,000,000 shares of its common stock to Bank of America, N.A. MannKind has also entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), an affiliate of Bank of America, pursuant to which Merrill Lynch will sell the shares at an offering price of $5.55 per share. MannKind will not receive any proceeds from the common stock offering but will receive a nominal one-time lending fee. Bank of America will be required to return the borrowed shares pursuant to the terms of the share lending agreement. Bank of America will use the short position resulting from the loan and sale of the shares of MannKind's common stock to facilitate the establishment of hedge positions by investors in a concurrent private offering of $100 million aggregate principal amount of MannKind's Senior Convertible Notes due 2015 (or $110 million if the initial purchasers exercise their overallotment option in full), which is being made only to qualified institutional buyers. The closing of the common stock offering is expected to take place on August 24, 2010.
A prospectus supplement relating to the offering of MannKind common stock will be filed with the Securities and Exchange Commission. Copies of the prospectus and the related prospectus supplement, when available, can be obtained from BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department or by e-mail at [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities described in this press release in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.