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Post by boca1girl on Jun 11, 2018 6:29:44 GMT -5
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Post by kc on Jun 11, 2018 6:30:08 GMT -5
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Post by sla55 on Jun 11, 2018 6:41:46 GMT -5
investors.mannkindcorp.com/node/15596/htmlOn June 8, 2018, MannKind Corporation (the “Company”) and MannKind LLC, the Company’s wholly owned subsidiary, entered into an Exchange and Seventh Amendment to Facility Agreement (the “Deerfield Amendment”) with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (“Deerfield”), pursuant to which the parties amended the Company’s Facility Agreement, dated July 1, 2013, as amended (the “Facility Agreement”), to, among other things, (i) issue to Deerfield 3,061,224 shares of the Company’s common stock in exchange for the cancellation of (a) $3.0 million of $5.0 million principal amount under the Company’s Amended and Restated 9.75% Senior Convertible Notes due 2019 that is due and payable on July 1, 2018 and (b) $3.0 million of $5.0 million principal amount under the Company’s 8.75% Senior Convertible Notes due 2019 that is due and payable on December 31, 2019, (ii) reduce the Company’s obligation under the Facility Agreement to maintain at least $25.0 million in cash as of the end of each quarter to $20.0 million through December 31, 2018, (iii) reduce the minimum price at which the notes issued under the Facility Agreement (the “Deerfield Notes”) may be converted into shares of the Company’s common stock from $2.75 to $2.01 per share and (iv) provide that, on or after June 8, 2018, the Deerfield Notes may be converted into a maximum of 9,558,382 shares of the Company’s common stock. The exchange price for the Exchange Shares is $1.96 per share. The foregoing description of the Deerfield Amendment, the Deerfield Facility and the Deerfield Notes does not purport to be complete and is qualified in its entirety by reference to the Deerfield Amendment, a copy of which is attached as Exhibit 99.1 to this report; the form of amended and restated Deerfield Notes, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2017; the Facility Agreement, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2013; the First Amendment to Facility Agreement and Registration Rights Agreement, dated as of February 28, 2014, a copy of which is attached as Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2014; the Second Amendment to Facility Agreement and Registration Rights Agreement, dated as of August 11, 2014, a copy of which is attached as Exhibit 4.14 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2014; the Exchange and Third Amendment to Facility Agreement, dated as of June 29, 2017, a copy of which is attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2017; the Exchange and Fourth Amendment to Facility Agreement, dated as of October 23, 2017, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2017; the Fifth Amendment to Facility Agreement, dated as of January 15, 2018, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2018; and the Exchange and Sixth Amendment to Facility Agreement, dated as of January 18, 2018, a copy of which is attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2018.
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Post by kite on Jun 11, 2018 6:45:24 GMT -5
Cliff notes version? lol
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Post by kite on Jun 11, 2018 6:52:53 GMT -5
So no dilution?
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Post by Deleted on Jun 11, 2018 6:53:04 GMT -5
(i) issue to Deerfield 3,061,224 shares of the Company’s common stock in exchange for the cancellation of (a) $3.0 million of $5.0 million principal amount under the Company’s Amended and Restated 9.75% Senior Convertible Notes due 2019 that is due and payable on July 1, 2018 and (b) $3.0 million of $5.0 million principal amount under the Company’s 8.75% Senior Convertible Notes due 2019 that is due and payable on December 31, 2019, (ii) reduce the Company’s obligation under the Facility Agreement to maintain at least $25.0 million in cash as of the end of each quarter to $20.0 million through December 31, 2018, (iii) reduce the minimum price at which the notes issued under the Facility Agreement (the “Deerfield Notes”) may be converted into shares of the Company’s common stock from $2.75 to $2.01 per share and (iv) provide that, on or after June 8, 2018, the Deerfield Notes may be converted into a maximum of 9,558,382 shares of the Company’s common stock. The exchange price for the Exchange Shares is $1.96 per share.
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Post by Deleted on Jun 11, 2018 6:54:55 GMT -5
Why are we dealing with debt not due until December 2019? Somwthing else in the works.
Additionally, only required to maintain $20 million, but only until December of this year.
Lastly, they are now able to sell at a lower price per share.
Dont see how this would instill confidence MNKD shareholders. Basically saying we are not going to get above $2.75 / share anytime soon.
Is this POV incorrect? Conjecture, please.
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Post by boca1girl on Jun 11, 2018 6:59:13 GMT -5
When we swap debt for equity, that is dilutive. We have less debt to be repaid but each shareholder then owns a smaller percentage of the company as a result of more shares outstanding. It would be the same as if MNKD sold xxM shares on the open market and used the cash to pay off the debt. |
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Post by gareaudan on Jun 11, 2018 8:00:11 GMT -5
Why are we dealing with debt not due until December 2019? Somwthing else in the works. I dont know if something else is in the work because with mnkd it doesnt always make sense but i dont understand either why dealing with debt due so far in the futur. Isnt it the point , when you sign those agrements, to put a date on it, so that you wont have to deal with it until then? Someone have an explaination why it is helpful to do it now? To me its like saying '' we are SO darn sure the share price will not go up in the next 18 months that we better close the deal right now,even if its dilutive, before it goes even lower.'' what am i missing? Someone ever saw this with another stock? |
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Post by sf1981 on Jun 11, 2018 8:52:09 GMT -5
What do you mean by that? Sure there is dilution. They create 3 million new shares right away, replacing convertibles who otherwise would only have been converted at more favourable (higher) share prices. They also grant Deerfield a better deal on converting their notes into almost ten million new shares at about current market price instead of USD 2.75. The only good thing is that their creditors keep accepting equity for debt, though the conversion prices are taken down. By my guess that means new dilution to the tune of ~3% or so, but I am not really good at calculating option premiums, convertibles etc. It could be worse than that. I don't like it but I guess it is inevitable at this stage and it keeps the company going. |
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Post by babaoriley on Jun 11, 2018 9:00:15 GMT -5
It's so comforting we have so many experts here to question the company's financial restructuring moves! I mean, several people on this thread and others are pointing out things that Mike, our CFO, inside counsel, and outside counsel missed. If those people were as savvy as many here, we probably would have had the entire debt forgiven by now. What are we paying our management for, anyway?
This is a relatively minor tweak in the whole financing fabric; we got something and so did Deerfield. Is that so surprising? Do not look for the layers of meaning here, not much of anything, and would be difficult to draw any legitimate conclusions about the impact on the stock price or the company in general. Unless the conclusion you draw is this is no big deal and whoever says it is and means the share price won't go anywhere is full of it.
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Post by joeypotsandpans on Jun 11, 2018 9:10:35 GMT -5
It's so comforting we have so many experts here to question the company's financial restructuring moves! I mean, several people on this thread and others are pointing out things that Mike, our CFO, inside counsel, and outside counsel missed. If those people were as savvy as many here, we probably would have had the entire debt forgiven by now. What are we paying our management for, anyway? This is a relatively minor tweak in the whole financing fabric; we got something and so did Deerfield. Is that so surprising? Do not look for the layers of meaning here, not much of anything, and would be difficult to draw any legitimate conclusions about the impact on the stock price or the company in general. Unless the conclusion you draw is this is no big deal and whoever says it is and means the share price won't go anywhere is full of it. You need to stop posting reasonable stuff - immediately!  Let them continue to think that the debt payments will magically just go away with the snap of a finger 😉 |
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Post by Deleted on Jun 11, 2018 9:31:28 GMT -5
It's so comforting we have so many experts here to question the company's financial restructuring moves! I mean, several people on this thread and others are pointing out things that Mike, our CFO, inside counsel, and outside counsel missed. If those people were as savvy as many here, we probably would have had the entire debt forgiven by now. What are we paying our management for, anyway? This is a relatively minor tweak in the whole financing fabric; we got something and so did Deerfield. Is that so surprising? Do not look for the layers of meaning here, not much of anything, and would be difficult to draw any legitimate conclusions about the impact on the stock price or the company in general. Unless the conclusion you draw is this is no big deal and whoever says it is and means the share price won't go anywhere is full of it. At least we are negotiating from a position of strength. 😢😢😢 |
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Post by celo on Jun 11, 2018 9:31:34 GMT -5
Sabby Management LLC 7,801,908 7,801,908 6.19% D. E. Shaw & Co LP 4,988,205 963,649 3.96% Vanguard Group Inc 4,589,397 132,878 3.64% Fidelity Management & Research Company 1,801,400 0 1.43 BlackRock Inc 1,764,375 -54,874 1.40% BlackRock Institutional Trust Company NA 1,721,153 5,591 1.37% Deerfield Management Co 1,482,601 1,482,601 1.18% Goldman, Sachs & Co. 1,467,025 1,077,238 1.16% Scopia Management Inc 1,129,453 1,129,453 0.90% Millennium Management LLC 1,039,696 878,432 0.83% Top 10 Institutions Totals 33,692,916 12,586,688 26.73% Deerfield will be back on top for a little while. Until they dump them all. Deerfield is not big on holding shares. But, 12.5 million is a lot to churn through. Price is capped for quite a while, unless there is some major news. Read more: mnkd.proboards.com/thread/10081/top-institutions-increase-mnkd-positions#ixzz5I7wIgpcf |
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Post by #NoMoreNeedles on Jun 11, 2018 9:34:45 GMT -5
Key here is the following:
Schedule 1.01(a)
Application of Conversions to Principal Payments
Order of application
of Conversions
Tranche of Note to
which Converted
Principal is Applied
Principal Amount and Principal
Payment Date to which
Converted Principal is applied
First
Tranche B $2,000,000 due on December 31, 2019
Second
Tranche 4 $2,500,000 due on July 18, 2018
Third
Tranche 4 $2,500,000 due on December 31, 2019
Fourth
Tranche 4 $2,500,000 due on July 18, 2018
Fifth
Tranche 4 $2,500,000 due on December 31, 2019
Sixth
Tranche 4 $2,500,000 due on July 18, 2018
Seventh
Tranche 4 $2,500,000 due on July 18, 2019
Eighth
Tranche 4 $2,500,000 due on July 18, 2018
Ninth
Tranche 4 $2,500,000 due on July 18, 2019
Tenth
Tranche B $2,500,000 due on May 6, 2019
Eleventh
Tranche 4 $2,500,000 due on July 18, 2019
Twelfth
Tranche B $2,500,000 due on May 6, 2019
Thirteenth
Tranche 4 $2,500,000 due on July 18, 2019
Fourteenth
Tranche 1 $5,000,000 due on July 1, 2019
Fifteenth
Tranche 1 $2,000,000 due on July 1, 2018
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