UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
April 5, 2019
IRONWOOD PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34620 |
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04-3404176 |
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(State or other jurisdiction
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(Commission File Number) |
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(I.R.S. Employer
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301 Binney Street
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02142 |
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(Address of principal
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(Zip code) |
(617) 621-7722
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
Pursuant to that certain indenture dated as of June 15, 2015, between Ironwood Pharmaceuticals, Inc. (“Ironwood”) and U.S. Bank National Association, as trustee (the “Trustee”) (the “Indenture”), Ironwood previously issued $335.7 million aggregate principal amount of its 2.25% Convertible Senior Notes due 2022 (the “Notes”).
On April 5, 2019, Ironwood and the Trustee entered into a Supplemental Indenture to the Indenture (the “Supplemental Indenture”). Pursuant to Section 10.01(h) of the Indenture, the Supplemental Indenture amends the term “Valuation Period” under the Indenture to reference a ten consecutive trading day period, rather than a five consecutive trading day period, in order to conform the definition of “Valuation Period” in the Indenture to the definition of “Valuation Period” used in the preliminary offering memorandum, dated June 8, 2015, relating to the offering and sale of the Notes.
The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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4.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Ironwood Pharmaceuticals, Inc. |
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Dated: April 8, 2019 |
By: |
/s/ Gina Consylman |
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Name: |
Gina Consylman |
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Title: |
Senior Vice President, Chief Financial Officer |
S UPPLEMENTAL I NDENTURE
Supplemental Indenture (this “ Supplemental Indenture ”), dated as of April 5, 2019, among Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”) and U.S. Bank National Association, as trustee (the “ Trustee ”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of June 15, 2015, providing for the issuance of $335,700,000 aggregate principal amount of 2.25% Convertible Senior Notes due 2022 (the “ Indenture ”);
WHEREAS, Section 10.01(h) of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture or the Securities without notice to, or the consent of, any Holder in order to conform the provisions of the Indenture to the “Description of Notes” section in the preliminary offering memorandum, dated June 8, 2015, relating to the offering and sale of the Securities, as supplemented by the related pricing term sheet (as so supplemented, the “ Offering Memorandum ”);
WHEREAS, under Section 4.05(c) of the Indenture, the term “Valuation Period” is defined as “the first five consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off”;
WHEREAS, on page 43 of the Offering Memorandum, the term “Valuation Period” is defined as “the first ten consecutive trading day period after, and including, the ex-dividend date of the spin-off”; and
WHEREAS, pursuant to Section 10.01(h) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Amendment to “Valuation Period ”. The language appearing on page 31 of the Indenture opposite “FMV 0 =” shall be amended and restated in its entirety to read as follows (marked to show revisions):
“the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first
five
ten
consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “
Valuation Period
”); and”
(3) Governing Law . THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(4) Multiple Counterparts . The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent the same agreement. Delivery of an executed counterpart by facsimile or PDF shall be effective as delivery of a manually executed counterpart thereof.
(5) Headings . The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
(6) The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. All of the provisions contained in the Indenture in respect of the rights, privileges, protections, immunities, powers and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.
(7) Indenture . Except as expressly set forth herein, all other terms of the Indenture shall remain in full force and effect.
[ Signature pages follow. ]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
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IRONWOOD PHARMACEUTICALS, INC. |
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By: |
/s/ Halley E. Gilbert |
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Name: |
Halley E. Gilbert |
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Title: |
Chief Administrative Officer and Senior Vice President of Corporate Development |
[Signature Page to Supplemental Indenture]
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U.S. Bank National Association, as Trustee |
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By: |
/s/ Alison D. B. Nadeau |
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Name: Alison D. B. Nadeau |
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Title: Vice President |
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[Signature Page to Supplemental Indenture]