PTC Therapeutics closes $150 million of convertible senior notes

PTC Therapeutics, Inc. (NASDAQ: PTCT) announced today the closing of its previously announced private offering of $150 million in aggregate principal amount of its convertible senior notes due 2022 (the "Notes"), including the full exercise by the initial purchasers of an option to purchase an additional $25 million in aggregate principal amount of the Notes. The Notes were sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes are senior unsecured obligations of PTC and will mature on August 15, 2022, unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date. The Notes bear interest at a rate of 3.00% per year, payable semi-annually. The Notes are convertible prior to February 15, 2022 only upon the occurrence of certain circumstances and will be convertible thereafter regardless of these circumstances, in either case, into cash, shares of PTC's common stock or any combination thereof at PTC's election. The conversion rate for the Notes is initially 17.7487 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $56.34 per share of common stock. The initial conversion price of the Notes represents a premium of approximately 30% to the $43.34 per share last reported sale price of PTC's common stock on August 10, 2015.

PTC may not redeem the Notes prior to August 20, 2018. PTC may redeem for cash all ‎or any portion of the Notes, at its option, on or after August 20, 2018 if the last reported sale ‎price of PTC's common stock has been at least 130% of the conversion price then in effect on the last trading day of, and for at ‎least 19 other trading days (whether or not consecutive) during, any 30 consecutive trading day period ‎‎ending on, and including, the trading day ‎immediately preceding the date on which PTC provides notice of redemption, at a redemption price ‎equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid ‎interest to, but excluding, the redemption date.

The net proceeds from the offering were approximately $145.2 million, after deducting the initial purchasers' discounts and commissions and the estimated offering expenses payable by PTC. PTC intends to use the net proceeds of the offering for working capital and other general corporate purposes, including to fund the development of its commercial infrastructure and its commercial launch of Translarna, to fund the clinical development of and, subject to favorable clinical results, seek full marketing approval for Translarna for the treatment of nmDMD and nmCF, and to fund the research and development of Translarna for additional indications.