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Monday, May 12, 2025

Omeros Corporation to acquire $80.5 million of its convertible senior notes due 2026

 

  • Omeros Corporation (NASDAQ:OMER) said on Monday it has signed exchange agreements with a limited number of investors, holding the company’s 5.25% convertible senior notes due 2026, to exchange, on a one-for-one basis, $70.5 million aggregate principal amount of the 2026 convertible notes for newly issued 9.50% convertible senior notes due 2029, with a conversion rate set at a 35%.
  • The exchange, which extends the maturity of a significant portion of the company’s outstanding indebtedness, is expected to close on or about May 14, 2025, said the company.
  • In addition, the company signed an agreement with an investor to convert $10 million aggregate principal amount of 2026 convertible notes into shares of its common stock, par value $0.01 per share.
  • The company said about $17.4 million aggregate principal amount of the 2026 convertible notes will remain outstanding following the completion of these transactions.
  • As a result of these transactions, the company expects that its outstanding debt will be reduced by $10 million and its potential debt repayment obligations over the next 12 months will be reduced from $117.9 million to approximately $17.4 million.
  • The new convertible notes will be senior, unsecured obligations of the company. Interest will be payable semi-annually in arrears at a rate of 9.50% per annum on each June 15 and December 15, beginning on December 15, 2025.
  • The company said the new convertible notes will mature on June 15, 2029.
  • The initial conversion rate of the new convertible notes will be based on a premium of 35% above the higher of the volume-weighted average price ((“VWAP”)) of the common stock on May 12, 2025, or $6.18, and is subject to adjustment in certain circumstances, said the company, adding that, "Holders who convert their New Convertible Notes after six months will be entitled to an interest make-whole payment. Subject to certain conditions, the company may redeem the new convertible notes on or after June 20, 2027."
  • In connection with the exchange, the company intends to enter into an indenture establishing the terms of the New Convertible Notes.
  • Under the terms of the note conversion agreement, on each of three conversion dates, the holder of $10 million aggregate principal amount of 2026 convertible notes will convert approximately one-third of such principal amount in exchange for a number of shares of common stock based in part on the VWAP of the company’s common stock on May 12, 2025, and in part on the 20-day VWAP applicable to each conversion date, subject to a floor conversion price.
  • The company expects that the equitization transaction will be completed by September 15, 2025.

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