お知らせ • Jul 01
BridgeBio Pharma, Inc. announced that it expects to receive $1 billion in funding from Chinotto Investments, LLC, HCRX Investments HoldCo, L.P. and other investors.
BridgeBio Pharma, Inc. announced that it has entered into an Investment Agreement providing for the issuance and sale by the Company to the Purchasers of shares of the 1,000,000 Company’s Series A Senior Cumulative Convertible Redeemable Participating Preferred Stock at a par value $0.001 per share at an issue price of $1,000 per share for gross proceeds of $1,000,000,000 on July 1, 2026. On the same day the company issued 933,900 Series A Cumulative Convertible Participating Preferred Stock at an issue price of $1000 for gross proceeds of $933,900,000 in its first tranche. In addition subject to approval by the Company’s Board of Directors, the company will issue remaining preferred shares for gross proceeds $66,100,000 from time to time in such amounts as the Sixth Street Purchaser may determine. The transaction includes participation from Chinotto Investments, LLC (the “Sixth Street Purchaser”) for 800,000 shares for proceeds of $800,000,000 as a lead investor, HCRx Investments HoldCo, L.P. (the “HCR Purchaser”) for 133,900 shares for proceeds of $133,900,000 and Chinotto Investments, LLC (Sixth Street Purchaser) or its affiliates for $66,100,000. Holders of the Preferred Stock have the right, at any time and from time to time, to convert their shares of Preferred Stock into shares of Common Stock at the then-effective conversion price, which is initially $137.79 per share and, on and after the fifth anniversary of the Original Issuance Date, $153.10 per share, in each case subject to customary anti-dilution adjustments. The Purchased Shares are initially convertible for an aggregate of 6,777,705 shares of Common Stock. The Preferred Stock ranks senior to the Common Stock and each other class or series of the Company’s equity securities with respect to the payment of dividends and rights on liquidation, dissolution or winding up. Holders of the Preferred Stock are entitled to dividends that accrue and accumulate daily, whether or not declared, at a rate of 7.00% per annum on the Accumulated Amount of such shares, payable quarterly in arrears and, at the Company’s option, either in cash or by compounding and adding to the Accumulated Amount. The preferred stock is Permanent equity with no scheduled maturity and no redemption at the holder’s option. BridgeBio may redeem the preferred stock for cash or, in certain circumstances, convert it into common stock, in each case on the terms set forth in the definitive agreements. If required by the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”) to permit the conversion of all shares of Preferred Stock into Common Stock without giving effect to the limitations on conversion set forth in the Certificate of Designations, the Company has agreed to seek the approval of its stockholders (the “Requisite Stockholder Approval”) at its 2027 annual meeting of stockholders or, if such meeting is not held by June 30, 2027, at a special meeting of stockholders to be held no later than June 30, 2027. The issuance and sale of the Preferred Stock was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof. Any shares of Common Stock that may be issued upon conversion of the Preferred Stock will be issued in reliance upon Section 3(a)(9) of the Securities Act. Each Purchaser represented to the Company that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.