HORIZON PHARMACEUTICAL LLC 8-K 2016
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2016
RAPTOR PHARMACEUTICAL CORP.
(Exact name of registrant as specified in its charter)
7 Hamilton Landing, Suite 100
Novato, CA 94949
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (415) 408-6200
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:
The information included in Item 1.02 below is incorporated by reference into this Item 1.01.
On October 5, 2016, Raptor Pharmaceutical Corp. (the Company or Raptor) entered into a Note Redemption Agreement (the Note Redemption Agreement) with Healthcare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC (each, a Holder, and together, the Holders). The Note Redemption Agreement provides, among other things, that subject to the consummation of the Merger (as defined below), the Company will repurchase for an aggregate redemption price of $72 million all outstanding 8.0% Convertible Senior Notes due 2019 (the Notes) issued to the Holders by the Company pursuant to that certain Convertible Note Purchase Agreement, dated as of July 1, 2014 (the Note Purchase Agreement), by and among the Company, Raptor Pharmaceuticals Inc. (the Guarantor) and the Holders. The Note Redemption Agreement further provides that, upon the redemption of the Notes, the Note Purchase Agreement shall be terminated and the Companys and the Guarantors obligations thereunder and under the Notes shall be satisfied and discharged. The foregoing description is qualified in its entirety by reference to the Note Redemption Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Note Redemption Agreement was entered into in connection with that certain Agreement and Plan of Merger, dated as of September 12, 2016 (the Merger Agreement), by and among the Company, Horizon Pharma plc (Parent) and Misneach Corporation (Merger Sub), which provides, among other things, that subject to the tender of a majority of the outstanding shares of Raptor common stock and the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Raptor (the Merger), with Raptor continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent. The foregoing description is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (SEC) on September 12, 2016, and is incorporated herein by reference.
Cautionary Statement regarding Forward Looking Statements
The statements included in this report that are not a description of historical facts are forward-looking statements. Words or phrases such as believe, may, could, will, estimate, continue, anticipate, intend, seek, plan, expect, should, would or similar expressions are intended to identify forward-looking statements and are based on Raptors current beliefs and expectations. These forward-looking statements include without limitation statements regarding the redemption of the Notes and the termination of the Companys and the Guarantors obligations under the Note Purchase Agreement and under the Notes. Raptors actual future results may differ materially from Raptors current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: the possibility that various closing conditions to the Merger may not be satisfied or waived; and risks and uncertainties pertaining to the business of Raptor, including the risks and uncertainties detailed under Risk Factors and elsewhere in Raptors public filings with the SEC.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and Raptor undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.