Horn & Co. acted as Israeli counsel to Protalix BioTherapeutics, Inc. (NYSE: PLX) in a $54.1 Million private notes exchange agreement, and a $22.5 Million private placement of the company’s Secured Convertible Notes
Protalix BioTherapeutics, Inc. (NYSE MKT:PLX) (TASE:PLX) (the “Company”) announced today the entry into a definitive exchange agreement relating to an exchange (the “Exchange”) of $54.1 million principal amount of the Company’s outstanding 4.50% Senior Convertible Notes due 2018 (the “Existing Notes”) for (i) $40.2 million principal amount of newly issued 7.50% Senior Secured Convertible Notes due 2021 (the “Notes”) and (ii) approximately 23.8 million shares of common stock, $0.001 par value per share (“Common Stock”). Concurrently, the Company announced the entry into a definitive note purchase agreement with commitments to issue and sell, in a private placement, $22.5 million principal amount of the Notes (the “Private Placement”) to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Exchange and the Private Placement are expected to close concurrently on December 7, 2016, subject to satisfaction of customary closing conditions.
The Notes will be secured by perfected liens on all of the Company’s material assets. Interest on the Notes will be paid semi-annually at a rate of 7.50% per annum, and, in certain circumstances, the Company may elect to pay interest in an amount up to 1.25% per annum in the form of shares of Common Stock. The Notes will mature on November 15, 2021, unless earlier purchased, converted, exchanged or redeemed and will be guaranteed by the Company’s subsidiaries. However, if the Existing Notes (or any Permitted Refinancing Indebtedness (as defined in the indenture for the Notes) (the “Indenture”) in respect thereof) are not redeemed, repurchased, otherwise retired, discharged, converted or effectively discharged, in each case, prior to June 16, 2018 or extended to a maturity date that is after February 15, 2022, then the Notes will mature on June 15, 2018.
Yuval Horn (Picture) and Paz Abercohen of Horn & Co. acted as Israeli counsel to Protalix BioTherapeutics, Inc.
Law Firms: Horn & Co. Law;
Clients: Protalix BioTherapeutics, Inc.;