Pernix’s Private Exchange Offers


Davis Polk advised Pernix Therapeutics Holdings, Inc. in connection with separate private exchange offers for its existing 12% senior secured notes due 2020 held by certain holders for new securities. The transactions include the exchange of approximately $4.2 million of senior secured notes for approximately 1.8 million shares of Pernix’s common stock, as well as the exchange of $8 million of senior secured notes for 81,000 shares of convertible preferred stock.

The transactions include the exchange of approximately $4.2 million of senior secured notes for approximately 1.8 million shares of Pernix’s common stock, as well as the exchange of $8 million of senior secured notes for 81,000 shares of convertible preferred stock. In addition, the exchange agreement with certain of the holders permit such holders to exchange an additional up to approximately $65 million of senior secured notes for shares of Pernix’s convertible preferred stock over the next 18 months.

In addition to the exchange offers, Pernix also amended its asset-based revolving credit facility and delayed-draw term loan in order to permit the exchange offers, as well as to alter certain other terms of its credit facilities and to provide additional liquidity.

Pernix is a specialty pharmaceutical business with a focus on acquiring, developing and commercializing prescription drugs primarily for the U.S. market.

The Davis Polk capital markets team included partner Sophia Hudson (Picture) and associates Joseph S. Payne and Chris Van Buren. The equity derivatives team included partner John M. Brandow and associate Joseph Luizzi. The credit team included partner Jinsoo H. Kim and associate Andrei Takhteyev. Partner William A. Curran and associate Isaac MacDonald provided tax advice.

Involved fees earner: Sophia Hudson – Davis Polk & Wardwell; Joseph Payne – Davis Polk & Wardwell; Chris Van Buren – Davis Polk & Wardwell; John Brandow – Davis Polk & Wardwell; Joseph Luizzi – Davis Polk & Wardwell; Jinsoo Kim – Davis Polk & Wardwell; Andrei Takhteyev – Davis Polk & Wardwell; William Curran – Davis Polk & Wardwell; Isaac MacDonald – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Pernix Therapeutics Holdings Inc;

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Author: Ambrogio Visconti