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MannKind Corp. Message Board

  • mnkd_all_theway mnkd_all_theway Jul 19, 2013 5:56 PM Flag

    12 million offering.. should it be

    The sec filing shows 2 entries, one with~5.6 mil and another with 6.4 mil share offering ? Any thoughts on why there are 2 sales ? my understanding was "If the conversion price exceeds $6.67, no more than 6 million shares may be issued upon conversion; if the conversion price is less than $3.33, no more than 12 million shares may be issued upon conversion; and if the conversion price is between these dollar amounts, no more than $40 million worth of common stock may be issued upon conversion". does this mean, the filing included 2nd tranch ?

    Sentiment: Buy

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    • Please go to Mannkind's corporate site, then pull up and read the actual SEC filing under the "Investors/SEC filings link".

      Quoting from the SEC filing "This prospectus relates to the resale by the selling stockholders of UP TO 12,000,000 shares of our common stock that may be issued to the selling stockholders upon conversion of the Notes." Please note the "UP TO". The 12 million shares is the maximum amount, not the actual conversion amount, because at this time no conversion has actually taken place.

      In addition, regarding the two sales, again refer to the SEC filing. One sale is to "Deerfield Private Design Fund II, L.P." and the other sale to "Deerfield Private Design International II, L.P.". Looks like Deerfield split the loan agreement between two of their internal funds, one domestic and one international. That is strickly an internal decision of Deerfield, and has no impact on Mannkind what so ever. Again quoting from the SEC filing "The actual number of shares sold by each selling stockholder may be more than the number reflected in the table above, provided that IN NO EVENT may the aggregate number of shares sold by both selling stockholders exceed 12,000,000 shares."

      Last quoting again the SEC filing "Pursuant to the Facility Agreement, we agreed to file this registration statement to register for resale the shares issuable upon conversion of the Notes." The facility agreement is the agreement with Deerfield. Basically the entire purpose of this SEC filing is so that if Deerfield exercises their conversion rights, then this filing allows Deerfield to resale any shares they receive via a conversion.

      BOTTOM LINE: This filing has NO IMPACT upon MNKD, and is simply a required follow up SEC filing associated with the original Deerfield agreement announced previously on July 1, 2013.

      • 1 Reply to pfg_01
      • Thnx pdg_01. I do agree that friday's filing has nothing new news and will have minimal impact in stock. Also, the agreement to sell ~ 12 mil is very clear. What's not clear is that sale of shares is binded with current share price and has some ifs and buts, the above quotes are directly fron mnkd pr. So my understanding, if I read it correctly is Deerfield will get ~12 mill IF share value is

        Sentiment: Buy

    • i thought the maximum number of shares (12mil) covered the entire convertible offering. So, I believe they are registering for the worst case scenario and will likely issue less if the stock price remains where it is or higher.

      or, they could be using some of the shares for the other deerfield agmt (where mnkd gets 18.9mil but has big payouts as a result)

    • I think this is for the deerfield agreement, not a new offering. There should be 3rd tranch also in terms of 3, $40 million, am I missing anything here.

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