LIGAND PHARMACEUTICALS INC (LGND): debt financing — Ligand closes $460M 0.75% convertible notes due 2030; net proceeds $445.1M

LIGAND PHARMACEUTICALS INC

Issued $460M aggregate principal of 0.75% convertible senior notes due Oct 1, 2030, including $60M greenshoe exercised.
Initial conversion price ~$194.79/share (32.5% premium over Aug 11 closing price of $147.01).
Net proceeds ~$445.1M; used $45.9M for convertible note hedge, $15M to repurchase 102,034 shares at $147.01/share.
Also entered separate warrant transactions covering ~2.36M shares at strike $294.02/share, potentially dilutive.
Notes may be redeemed at option on/after Oct 6, 2028 if stock >=130% of conversion price for 20 trading days.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.98

LIGAND PHARMACEUTICALS INC incurred convertible notes of $460,000,000 with U.S. Bank Trust Company, National Association at 0.75% per year maturing October 1, 2030.

Instrument: convertible notes
Principal: $460,000,000
Counterparty: U.S. Bank Trust Company, National Association
Rate: 0.75% per year
Maturity: October 1, 2030
Event: incurrence

Exact text from the filing

On August 14, 2025, Ligand Pharmaceuticals Incorporated (the “ Company ”) completed its previously announced private offering of $460.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the “ Notes ”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $60.0 million aggregate principal amount of Notes. The Notes were issued pursuant to an indenture, dated August 14, 2025 (the “ Indenture ”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

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Source: SEC EDGAR

accession 0001193125-25-180841

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