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| CHTP > SEC Filings for CHTP > Form 8-K on 10-Oct-2008 | All Recent SEC Filings |
10-Oct-2008
Regulation FD Disclosure
On October 9, 2008, Chelsea Therapeutics International, Ltd. accepted the terms of a tender offer made by Leon Higher Education Authority, Inc., or LHEA, for certain of Chelsea's auction rate securities, or ARS, portfolio. The ARS consist of notes that are backed by student loans. Chelsea is only one of many holders of ARS that are subject to the tender offer.
The ARS held by Chelsea that are subject to the tender offer have a face value of $7.2 million. Pursuant to the tender offer, Chelsea would receive 94% of the face value of the ARS, which would result in payment to Chelsea of approximately $6.77 million. The tender offer could close as early as mid-November.
Completion of the tender offer is subject to certain terms and conditions, including:
• acceptance of the tender by holders of at least 95% of the outstanding aggregate principal amount of existing senior notes that are subject to the tender offer;
• acceptance of the tender by holders of at least 99% of outstanding aggregate principal amount of existing subordinate notes that are subject to the tender offer;
• the completion of a sale of Class A notes by LHEA to raise proceeds sufficient to effect the tender and a resecuritization of certain of the assets currently underlying the notes to be tendered, which assets will underlie the new Class A notes; and
• a resecuritization or monetization of certain past due and other assets currently underlying the notes to be tendered, which assets will not underlie the new Class A notes.
Chelsea can give no assurances that the LHEA tender offer will be completed, either in part or in whole, or that Chelsea will receive any tender proceeds.
At September 30, 2008, Chelsea held illiquid ARS with a combined face value of approximately $26.2 million. The ARS are held in investment accounts maintained by Chelsea at two major banks, UBS and Bank of America. Chelsea purchased the ARS through those two banks as liquid investments. Both of the banks have been negotiating settlements with the Securities and Exchange Commission, or SEC, and certain state regulators that could provide liquidity to Chelsea for its ARS that are not tendered to and accepted by LHEA.
Chelsea's ARS accounts with UBS and Bank of America are as follows:
• approximately $7.6M of ARS are maintained with UBS. On October 7, 2008, UBS issued a prospectus detailing its solution to restore liquidity to UBS clients who own ARS and offering eligible clients the right to sell their ARS back to UBS at par on various dates but in no case later than June 2010 and to provide certain options for liquidity during the interim period. Details of this offer are contained in the prospectus available at the UBS website at http://financialservicesinc.ubs.com/wealth/AuctionRateSecuritiesSolution.html; and
• approximately $14.6 million of ARS are maintained with Bank of America, including the $7.2M of ARS that are the subject to the LHEA tender offer. On
Chelsea can give no assurances that any of the settlements will be finalized or that Chelsea will receive any payment as a result of the settlements. Chelsea is in active discussion with both banks to understand how the terms of the settlements will be applied with respect to Chelsea's ARS holdings.
The information furnished in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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