MannKind Corporation Announces Exchange of Convertible Notes for Stock and Cash

Rhea-AI Summary

MannKind (MNKD) has announced significant debt restructuring through exchange agreements with certain holders of its 2.50% Convertible Senior Notes due 2026. The company will exchange approximately $193.7 million of Notes for 26,749,559 shares of common stock and make a cash payment of $89.2 million to the holders.

This transaction reduces MannKind's total outstanding debt by 84%, decreasing from $230 million to approximately $36.3 million. The exchange will save approximately 10.4 million shares of potential dilution and reduce annual interest expense by $4.9 million to $0.9 million. Following the exchange, MannKind's cash balance will exceed $180 million with approximately 302.5 million shares outstanding.

Positive

• Debt reduced by 84% (from $230M to $36.3M)
• Annual interest expense reduced by $4.9M to $0.9M
• Prevention of 10.4M shares of potential future dilution
• Strong cash position of over $180M post-transaction

Negative

• Immediate dilution through issuance of 26.7M new shares
• Significant cash outlay of $89.2M for the exchange

Insights

Financial Analyst

This debt restructuring significantly improves MannKind's financial health by reducing total debt by 84% from $230M to $36.3M. The conversion of $193.7M in notes to equity, while requiring a $89.2M cash payment, strategically reduces annual interest expense by $4.9M. The deal saves approximately 10.4M potential dilutive shares compared to full conversion. With over $180M in remaining cash, MannKind maintains strong liquidity for commercial operations and pipeline development. The transaction effectively addresses near-term debt obligations while optimizing the capital structure, though it does result in immediate dilution through the issuance of 26.7M new shares.

Market Research Analyst

The debt-to-equity conversion represents a strategic move that strengthens MannKind's balance sheet and positions the company for future growth. The 84% debt reduction significantly de-risks the company's financial profile, while the prevention of 10.4M shares of potential dilution helps protect shareholder value. The robust post-transaction cash position of $180M+ provides ample runway for commercial expansion and pipeline development. The immediate dilution from 26.7M new shares is a trade-off for long-term financial flexibility and reduced debt service burden. This restructuring should enhance investor confidence in MannKind's ability to execute its growth strategy in both commercial operations and product development.

• Company debt reduced by $194 million
• Cash position after closing will be in excess of $180 million

DANBURY, Conn. and WESTLAKE VILLAGE, Calif., Dec. 18, 2024 (GLOBE NEWSWIRE) -- MannKind Corporation (Nasdaq: MNKD) today announced today that it has entered into separate, privately negotiated exchange agreements with certain holders (the “Holders”) of its 2.50% Convertible Senior Notes due 2026 (the “Notes”). Under the terms of the exchange agreements, the Holders agreed to exchange an aggregate principal amount of approximately $193.7 million of Notes held by them in exchange for an aggregate of 26,749,559 shares of the Company’s common stock (“Shares”). In addition, pursuant to the exchange agreements, MannKind will make an aggregate cash payment of approximately $89.2 million to the Holders for additional exchange consideration.

The transaction is expected to close in two closings, with the first closing on or about December 20, 2024 and the second closing on or about December 23, 2024, in each case, subject to customary closing conditions.

This repurchase decreases MannKind’s total outstanding debt by 84%. In addition, there were 37.2 million shares reserved for conversion of the approximately $193.7 million principal amount of Notes, corresponding to a potential savings of approximately 10.4 million shares of dilution. This transaction is expected to help the Company to focus on its strategic priorities of delivering continued growth of its commercial business and supporting the development of its pulmonary pipeline programs.

Immediately following the exchange of the Notes contemplated by the exchange agreements, the aggregate principal amount of the Notes will be reduced from $230 million to approximately $36.3 million, and annual interest expense will be reduced by $4.9 million to approximately $0.9 million. Following the exchange of the Notes, MannKind’s cash balance will be in excess of $180 million with approximately 302.5 million shares outstanding.

The shares of MannKind’s common stock being issued have not been, and will not be, registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from (or in a transaction not subject to) registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy MannKind’s common stock or any other securities and will not constitute an offer, solicitation, or sale in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

About MannKind
MannKind Corporation (Nasdaq: MNKD) focuses on the development and commercialization of innovative inhaled therapeutic products and devices to address serious unmet medical needs for those living with endocrine and orphan lung diseases.

We are committed to using our formulation capabilities and device engineering prowess to lessen the burden of diseases such as diabetes, nontuberculous mycobacterial (NTM) lung disease, pulmonary fibrosis, and pulmonary hypertension. Our signature technologies – dry-powder formulations and inhalation devices – offer rapid and convenient delivery of medicines to the deep lung where they can exert an effect locally or enter the systemic circulation, depending on the target indication.

With a passionate team of Mannitarians collaborating nationwide, we are on a mission to give people control of their health and the freedom to live life.

Please visit mannkindcorp.com to learn more, and follow us on LinkedIn, Facebook, X or Instagram.

Forward-Looking Statements

Statements in this press release that are not statements of historical fact are forward-looking statements that involve risks and uncertainties. These statements include, without limitation, statements regarding closing of the transaction, and timing thereof, MannKind’s financial position, including cash position and interest expense, savings in potential shareholder dilution related to the exchange of convertible notes and potential operating benefits from reduced debt. Words such as “believes,” “anticipates,” “plans,” “expects,” “intend,” “will,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon MannKind’s current expectations. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks detailed in MannKind’s filings with the Securities and Exchange Commission (“SEC”), including under the “Risk Factors” heading of its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024, and subsequent periodic reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and MannKind undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

MANNKIND is a registered trademark of MannKind Corporation.

FAQ

What is the size of MannKind's (MNKD) debt reduction in December 2024?

MannKind is reducing its debt by $193.7 million, representing an 84% decrease in total outstanding debt from $230 million to $36.3 million.

How many new shares will MNKD issue for the December 2024 note exchange?

MannKind will issue 26,749,559 new shares of common stock as part of the convertible notes exchange.

What will be MNKD's cash position after the December 2024 note exchange?

Following the note exchange, MannKind's cash position will be in excess of $180 million.

How much will MNKD save in annual interest expenses after the note exchange?

MannKind will reduce its annual interest expense by $4.9 million, from $5.8 million to approximately $0.9 million.

What is the cash payment amount in MNKD's December 2024 note exchange?

MannKind will make a cash payment of approximately $89.2 million to the note holders as additional exchange consideration.