J. Wood Capital Advisors acts as exchange agent for Intercept’s $500 million convertible exchange and new issuance

August 2021 | Press release

Transaction Background

Intercept Pharmaceuticals, Inc. (“Intercept” or the “Company”) had convertible debt maturities of $460mm in 2023 and $230mm in 2026 and wanted to explore options for refinancing:

Company objectives:

• Reduce financing overhang of 2023 maturity ahead of key pipeline developments and data events

• Provide path to strengthen the balance sheet and capture some debt discount

• Offer sufficient collateral and covenants for convertible investors while maximizing strategic and operational flexibility

• Avoid stock price risk by pricing overnight

• Manage overall dilution of the transaction

JWCA acted as exchange agent for the exchange and new issuance, providing the following support for the Company:

• Designed a novel private exchange structure that included a Company repurchase of 4.5 million shares that exchanging investors would have otherwise sold into the market, eliminating stock price risk for both the Company and investors

• Advised and negotiated on various aspects of the secured convertible’s collateral and covenant package

• Led investor outreach and execution of placement and exchange

Results

Execution in private exchange process allowed for transaction to be priced without a day of risk in the market

Sold an additional $117.6mm of new money bonds to investors and successfully placed total of $500mm of bonds for a company with a $556mm market cap

Reduced pro-forma outstanding share count by 13.6%