|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
Pernix Therapeutics Holdings, Inc. Enters into Asset Purchase Agreement with Certain Funds Managed by Highbridge Capital Management
Transaction that includes the sale of substantially all of Pernix’s assets to be valued at $75.6 million
Pernix voluntarily files for Chapter 11 protection
Pernix intends to continue to operate with no disruption to the availability of Pernix products and patient support services
MORRISTOWN, N.J., February 19, 2019 (GLOBE NEWSWIRE) – Pernix Therapeutics Holdings, Inc. (NASDAQ: PTX) (“Pernix” or the “Company”), a holding company that owns several subsidiaries, including specialty pharmaceutical companies, today announced that it has entered into an Asset Purchase Agreement with certain funds managed by Highbridge Capital Management, LLC (collectively “Highbridge”). The Agreement serves as an initial “stalking-horse bid” to acquire substantially all of the assets of the Company and its subsidiaries, including the rights to all branded and generic products (the “Products”), for approximately $75.6 million in the form of cash and credit bid consideration. The Agreement is subject to court approval and a competitive auction process.
Pernix has also initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware to undertake its restructuring and sale process. The Company and its subsidiaries fully intend to continue operations while the Company works to complete its sale and restructuring process. Pernix has obtained a commitment from Highbridge for debtor-in-possession ("DIP") financing of approximately $29.1 million, with an additional accordion facility of $5 million. Proceeds from the DIP financing, in addition to cash flow from operations, will be used to ensure that the Products remain available to patients and will otherwise fortify the Company’s balance sheet.
"We believe that pursuing this restructuring and sale process is in the best interest of the Company and our stakeholders,” said John Sedor, Chief Executive Officer of Pernix. “It allows us to ensure that patients continue to have uninterrupted access to our life-changing medications and patient support services while also allowing Pernix to address its financial position.”
Closing of the proposed transaction is subject to the receipt of applicable regulatory approvals, the satisfaction or waiver of other customary closing conditions and Court approval.
The Company is working to conclude the sale process by or before May 2019.
Additional information about this case is available by calling the Company's Restructuring Information Line at (U.S. Toll Free): (844) 339-4361 or (Outside of US and Canada): +1 (347) 761-3288. Information is also available at https://cases.primeclerk.com/pernix.
Pernix is being advised by Guggenheim Securities, LLC, Davis Polk & Wardwell LLP, and Ernst & Young LLP.