BioScrip Raises $62.5 Million in Private Placement of Convertible Preferred Stock and Announces Plan for $20.0 Million Rights Offering
March 26, 2015
BioScrip, Inc. (NASDAQ: BIOS), one of the nation’s leading providers of infusion and care management solutions, has announced the sale of $62.5 million of Series A Convertible Preferred Stock (“Preferred Stock”) via a private placement to Coliseum Capital Management, LLC (“Coliseum Capital”) and affiliated funds. The proceeds will be used primarily to reduce outstanding indebtedness. The Preferred Stock is convertible into 12,088,975 shares of BioScrip’s common stock at a conversion price of $5.17 per share, which was the closing price of BioScrip’s common stock on the NASDAQ Global Market on March 6, 2015. Dividends on the Preferred Stock will be payable quarterly at an annual rate of 8.5% if paid in cash or 11.5% if accrued. <br><br>
As part of the transaction, BioScrip issued to Coliseum Capital warrants for an aggregate of 3,600,000 shares of BioScrip stock. Warrants for 1,800,000 shares are exercisable at $5.17 per share and warrants for the remaining 1,800,000 shares are exercisable at $6.45 per share. Additionally, Chris Shackelton, Co-Founder and Managing Partner of Coliseum, will join BioScrip’s Board of Directors effective immediately.
In addition, BioScrip intends to conduct a registered rights offering to allow all of BioScrip’s existing stockholders, of record, on a date to be determined by the Board, the non-transferable right to purchase their pro rata share of up to $20.0 million of Preferred Stock and warrants on the same terms as the completed private placement to Coliseum Capital. Coliseum Capital and its affiliates will not participate in the Rights Offering.
Cain Brothers & Company LLC served as BioScrip’s exclusive financial advisor. Cain Brothers introduced Coliseum Capital to BioScrip and negotiated the structure and key terms of the transaction. Goodwin Procter LLP served as legal counsel to Cain Brothers.
Founded in 1993, Elmsford, NY-based BioScrip, Inc. is a leading national provider of infusion and home care management solutions. BioScrip partners with physicians, hospital systems, skilled nursing facilities, healthcare payors, and pharmaceutical manufacturers to provide patients access to post-acute care services. By collaborating with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by clinical excellence, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves. BioScrip provides its infusion services from over 70 locations across 29 states.
Coliseum Capital Management is an investment firm, co-founded in 2005 by Managing Partners Christopher Scott Shackelton and Adam Louis Gray, which focuses on long-term investments in both public and private companies. Coliseum directs capital and effort behind strong management teams, with a willingness to work alongside companies to facilitate further value creation.