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Spirit Airlines Announces Pricing of Offering of 1.00% Convertible Senior Notes Due 2026

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MIRAMAR, Fla., April 28, 2021 /PRNewswire/ — Spirit Airlines, Inc. (NYSE: SAVE) (“Spirit”) today announced it has priced its underwritten public offering of $440,000,000 aggregate principal amount of 1.00% convertible senior notes due 2026 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”). The net proceeds to Spirit from the Convertible Notes Offering, after deducting underwriting discounts and other offering expenses, are expected to be approximately $428.3 million.

Spirit has granted the underwriters of the Convertible Notes Offering a 30-day option to purchase up to $60,000,000 aggregate principal amount of additional Convertible Notes, solely to cover over-allotments, in the Convertible Notes Offering. The Convertible Notes will be convertible by holders if certain conditions are met, and during certain periods, based on an initial conversion rate of 20.3791 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $49.07 per share, representing a premium of approximately 40.0% over the last reported sale price of $35.05 per share of Spirit’s common stock on April 28, 2021. Spirit will settle conversions of the Convertible Notes in cash or a combination of cash and shares of common stock, at Spirit’s election.

Spirit also separately priced its registered direct offering of 10,594,073 shares of its common stock at an offering price of $35.05 per share (the “Common Stock Offering”).

Spirit expects to use approximately $368.7 million of the net proceeds from the Common Stock Offering to redeem $340.0 million aggregate principal amount of its 8.00% Senior Secured Notes due 2025 at a redemption price equal to 108.0%, plus accrued and unpaid interest on the principal amount being redeemed up to, but excluding, the redemption date. Spirit expects to use the net proceeds from the Convertible Notes Offering (together with existing cash on hand, if the underwriters do not exercise their option to purchase additional Convertible Notes) to repurchase approximately $146.8 million aggregate principal amount of its outstanding 4.75% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) for approximately $440.7 million, including accrued and unpaid interest on the 2025 Convertible Notes repurchased, pursuant to privately negotiated agreements with a limited number of current holders of such 2025 Convertible Notes, which agreements are conditioned upon the consummation of the Convertible Notes Offering. Spirit expects to use the remaining net proceeds from the Common Stock Offering and any remaining net proceeds from the Convertible Notes Offering for general corporate purposes. Each of the Common Stock Offering and the Convertible Notes Offering is expected to close on April 30, 2021, subject to customary closing conditions. The closing of neither the Common Stock Offering nor the Convertible Notes Offering is conditioned upon the closing of the other offering.

Barclays, Morgan Stanley, Citigroup, and Deutsche Bank Securities are acting as underwriters for the Convertible Notes Offering. We have filed with the SEC a registration statement (including a prospectus) relating to the Common Stock Offering and Convertible Notes Offering and, in the case of the Convertible Notes Offering, a preliminary prospectus supplement. Before you invest, you should read the preliminary prospectus supplement (in the case of the Convertible Notes Offering) and the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and these offerings. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any underwriter or any dealer participating in the Convertible Notes Offering will arrange to send you the preliminary prospectus supplement (or, when available, the final prospectus supplement) for the Convertible Notes Offering and the accompanying prospectus upon request to: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, 11717, or by telephone at (888) 603-5847, or by email at [email protected]; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department; Citigroup Global Markets Inc., Attn.: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146 (toll-free); or Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attn: Prospectus Group, or by telephone: 800-503-4611, or by email: [email protected]. In addition, we will arrange to send you the prospectus (and, when available, the final prospectus supplement) relating to the Common Stock Offering upon request to Spirit Airlines, Inc., Attention: Investor Relations, 2800 Executive Way, Miramar, Florida 33025, or by telephone at (954) 447-7920.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares of common stock or the Convertible Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

Forward-Looking Statements

Statements in this release contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements related to the proposed terms of the offerings described herein, the completion, timing, and size of the proposed offerings, and the anticipated use of proceeds from the offerings. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, the extent of the impact of the COVID-19 pandemic on Spirit’s business, results of operations and financial condition, and the extent of the impact of the COVID-19 pandemic on overall demand for air travel, restrictions on Spirit’s business by accepting financing under the CARES Act, the competitive environment in our industry, our ability to keep costs low and the impact of worldwide economic conditions, including the impact of economic cycles or downturns on customer travel behavior, and other factors, as described in Spirit’s filings with the Securities and Exchange Commission, including the detailed factors discussed under the heading “Risk Factors” in Spirit’s amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as supplemented in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021. Furthermore, such forward-looking statements speak only as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Risks or uncertainties (i) that are not currently known to us, (ii) that we currently deem to be immaterial, or (iii) that could apply to any company, could also materially adversely affect our business, financial condition, or future results.

About Spirit Airlines: 
Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We are the leader in providing customizable travel options starting with an unbundled fare. This allows our Guests to pay only for the options they choose — like bags, seat assignments and refreshments — something we call Á La Smarte. We make it possible for our Guests to venture further and discover more than ever before. Our Fit Fleet® is one of the youngest and most fuel-efficient in the U.S. We serve destinations throughout the U.S., Latin America and the Caribbean, and are dedicated to giving back and improving those communities. Come save with us at spirit.com. At Spirit Airlines, we go. We go for you.  

SOURCE Spirit Airlines, Inc.

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FGEN ALERT: Kessler Topaz Meltzer & Check, LLP Reminds Investors of Securities Fraud Class Action Lawsuit Filed Against FibroGen, Inc. – Expanded Class Period

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RADNOR, Pa., May 16, 2021 /PRNewswire/ — The law firm of Kessler Topaz Meltzer & Check, LLP announces that securities fraud class action lawsuits have been filed in the United States District Court for the Northern District of California against FibroGen, Inc. (NASDAQ:  FGEN) (“FibroGen”) on behalf of those who purchased or acquired FibroGen securities and/or sold put options from October 18, 2017 through April 6, 2021, inclusive (the “Class Period”).

Investor Deadline Reminder:  Investors who purchased or acquired FibroGen securities and/or sold put options during the Class Period may, no later than June 11, 2021, seek to be appointed as a lead plaintiff representative of the class. For additional information or to learn how to participate in this litigation please contact Kessler Topaz Meltzer & Check, LLP:  James Maro, Esq. (484) 270-1453 or Adrienne Bell, Esq. (484) 270-1435; toll free at (844) 887-9500; via e-mail at [email protected]; or click https://www.ktmc.com/fibrogen-class-action-lawsuit?utm_source=PR&utm_medium=Link&utm_campaign=fibrogen 

FibroGen is a biopharmaceutical company that develops medicines for the treatment of anemia, fibrotic disease, and cancer. Its most advanced product is roxadustat (“Roxa”), an oral small molecule inhibitor of hypoxia-inducible factor-prolyl hydroxylase activity that acts by stimulating the body’s natural pathway for red cell production.

The Class Period commences on October 18, 2017 when FibroGen announced that the China Food and Drug Administration (“CFDA”) had accepted its new drug application (“NDA”) for Roxa based on two Phase 3 studies in China, “one study in CKD [chronic kidney disease] comparing roxadustat against a branded epoetin alfa[] and one study in CKD non-dialysis comparing roxadustat against placebo.” Both studies had “met their primary efficacy endpoints with no new or unexpected safety signals identified.” FibroGen touted these studies’ positive safety throughout the Class Period.   

Having overcome the hurdle of demonstrating to the CFDA that Roxa was safe enough to submit an NDA, FibroGen proceeded to present itself as ready to conduct Phase 3 trials sufficient to support an NDA to the U.S. Food and Drug Administration (“FDA”).  In 2019, FibroGen filed its NDA with the FDA for the approval of Roxa for the treatment of anemia due to CKD.

The truth began to emerge on March 1, 2021 when, after the market closed, FibroGen announced that the FDA was scheduling an advisory committee meeting to review Roxa’s NDA, well over a year after its initial submission. An advisory committee meeting this late in the review process indicates that there is a problem with the application, and could, at best, delay the FDA’s approval decision and at worst signal that the FDA may not approve the drug. Following this news, FibroGen’s stock price fell by $12.46 per share, or 25%.

Then, on April 6, 2021, after the market closed, FibroGen issued a press release that revealed that FibroGen’s previously disclosed safety data included undisclosed post-hoc changes to the stratification factors and did not include analyses based on the pre-specified stratification factors. As a result of these changes, the complaint alleges that FibroGen was forced to concede that Roxa, contrary to prior representations, did not reduce the risk of cardiovascular events or hospitalization as compared to a currently approved anemia injection used as a control based on pre-specified stratification factors. Following this news, FibroGen’s stock price fell $14.90, or 43%, to close at $19.74 per share on April 7, 2021.

The complaint alleges that throughout the Class Period, the defendants made false and/or misleading statements or failed to disclose that: (1) based on the safety data from FibroGen’s two Phase 3 trials in China, any safety data obtained from the global Phase 3 trials would require post-hoc changes to the stratification factors to meet the FDA’s requirements; (2) FibroGen’s disclosures of U.S. primary cardiovascular safety analyses from the Roxa global Phase 3 program for the treatment of anemia submitted in connection with CKD included post-hoc changes to the stratification factors; (3) FibroGen’s analyses with the pre-specified stratification factors resulted in higher hazard ratios (point estimates of relative risk) and 95% confidence intervals; (4) based on these analyses, FibroGen could not conclude that Roxa reduces the risk of (or is superior to) MACE+ in dialysis, and MACE and MACE+ in incident dialysis compared to epoetin-alfa; (5) as a result, FibroGen faced significant uncertainty that its NDA for Roxa as a treatment for anemia of CKD would be approved by the FDA; and (6) as a result of the foregoing, the defendants’ statements about FirboGen’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.

FibroGen investors may, no later than June 11, 2021, seek to be appointed as a lead plaintiff representative of the class through Kessler Topaz Meltzer & Check, LLP or other counsel, or may choose to do nothing and remain an absent class member.  A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation.  In order to be appointed as a lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class.  Your ability to share in any recovery is not affected by the decision of whether or not to serve as a lead plaintiff.

Kessler Topaz Meltzer & Check, LLP prosecutes class actions in state and federal courts throughout the country involving securities fraud, breaches of fiduciary duties and other violations of state and federal law. Kessler Topaz Meltzer & Check, LLP is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world.  The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars).  The complaint in this action was not filed by Kessler Topaz Meltzer & Check, LLP. For more information about Kessler Topaz Meltzer & Check, LLP please visit www.ktmc.com.

CONTACT:

Kessler Topaz Meltzer & Check, LLP
James Maro, Jr., Esq.
Adrienne Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087
(844) 887-9500 (toll free)
[email protected]

SOURCE Kessler Topaz Meltzer & Check, LLP

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http://www.ktmc.com

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New Meta-Analysis of Patients with Acute Coronary Syndrome Shows Nearly Half of Recurrent Major Adverse Cardiovascular Events at One Year Occur Within the First 90 Days

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KING OF PRUSSIA, Pa., May 16, 2021 /PRNewswire/ — Global biotherapeutics leader CSL Behring today announced the results of a new meta-analysis of seven interventional Phase 3 clinical trials that included more than 82,000 high-risk patients with recent acute coronary syndrome (ACS). The findings show that 49 percent of the recurrent major adverse cardiovascular events (MACE) experienced in the first year following an ACS event occurred within the first 90 days. The results were presented at the American College of Cardiology’s 70th Annual Scientific Session & Expo (ACC.21).

ACS describes a range of conditions with clinically obstructive coronary disease, where unstable or vulnerable plaque erosion or rupture may block an artery and restrict blood flow to the heart.1,2 While it is largely understood that, despite optimal clinical therapy, patients with ACS are at a high risk of experiencing a recurrent cardiovascular (CV) event within one year, recent research suggests the first 90 days may be the most critical time period.3

“While we know that patients with ACS are always going to be vulnerable for future cardiovascular complications, what is striking is that when we look at all of the recurrent events that occur within one year after ACS, about half are happening within just the first 90 days,” stated C. Michael Gibson, M.D., M.S., an interventional cardiologist at Beth Israel Deaconess Medical Center and principal study investigator. “These data tell us that we need to look beyond our traditional 30-day window in clinical studies and address the underlying cause of these early recurrent events to help provide our patients with more protection.”

Researchers performed a comprehensive search to collect data from Phase 3 interventional trials on high-risk ACS patients. A total of 82,727 high-risk patients with recent ACS from the seven trials were analyzed. Pooled rates of recurrent MACE were 4.1 percent (95% CI: 3.0%-5.7%) at 90 days and 8.3 percent (95% CI: 7.1%-9.8%) at 360 days. Approximately 49 percent of events occurred within the first 90 days.

“This meta-analysis reaffirms that the first 90 days after an ACS event are when patients are particularly vulnerable for recurrent MACE,” said Larry Deckelbaum, Vice President, Research and Development, Cardiovascular and Metabolic Therapeutic Area at CSL Behring. “Despite the treatment options available today, it is clear that more needs to be done to protect patients during this critical time period. That’s why we’re looking towards our novel Phase 3 research program to better understand this risk period and how we can deliver on our promise to patients and reduce the risk of these recurrent events.”

About AEGIS-II

The AEGIS-II study is a Phase 3, multicenter, double-blind, randomized, placebo-controlled, parallel-group study, which will enroll approximately 17,400 patients from 49 countries. It will evaluate the efficacy and safety of CSL112 compared to placebo in reducing the risk of MACE in patients following a heart attack. The primary efficacy outcome is time to the first occurrence of the MACE composite, which includes cardiovascular death, heart attack or stroke, from randomization through 90 days.

About CSL Behring

CSL Behring is a global biotherapeutics leader driven by its promise to save lives. Focused on serving patients’ needs by using the latest technologies, the company develops and delivers innovative therapies that are used to treat coagulation disorders, primary immune deficiencies, hereditary angioedema, respiratory disease, and neurological disorders. The company’s products are also used in cardiac surgery, burn treatment and to prevent hemolytic disease of the newborn.

CSL Behring operates one of the world’s largest plasma collection networks, CSL Plasma. The parent company, CSL Limited (ASX:CSL;USOTC:CSLLY), headquartered in Melbourne, Australia, employs more than 27,000 people worldwide, and delivers its life-saving therapies to people in more than 100 countries. For inspiring stories about the promise of biotechnology, visit Vita at CSLBehring.com/vita and follow us on Twitter.com/CSLBehring.

Media Contact:

Natalie de Vane

Mobile: 610-999-8756

Office: 610-878-4468

[email protected]

SOURCE CSL Behring

References

  1. Rader DJ, et al. Translating molecular discoveries into new therapies for atherosclerosis. Nature. 2008; 451:904-913.
  2. Bentzon, J., Otsuka, F., Virmani, R. and Falk, E., 2014. Mechanisms of Plaque Formation and Rupture. Circulation Research, 114(12), pp.1852-1866.
  3. Wallentin L, et al. Ticagrelor versus clopidogrel in patients with acute coronary syndromes. N Engl J Med. 2009; 361:1045-1057.

SOURCE CSL Behring

Related Links

http://www.cslbehring.com

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Pré-vendas de Notebooks da GIGABYTE Batem Recordes sem Precedentes Impulsionados pelo Hype dos Processadores Tiger Lake

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A última geração de notebooks AORUS para gaming e AERO para criação da GIGABYTE, utilizam os novos processadores da série H com base no processo de fabricação da Intel de 10nm SuperFin. Graças à arquitetura avançada, os processadores da nova geração superam o desempenho do modelo anterior em mais de 20% em uma plataforma semelhante, oferecendo desempenho notável como o de um desktop, em qualquer lugar. Combinadas com as placas de vídeo da série RTX 30 nos notebooks AORUS, o desempenho em gaming é elevado a outro patamar.

Voltados para criadores de conteúdo, os notebooks da série AERO que oferecem uma enorme potência com os processadores da nova geração, também são dos poucos que apresentam tecnologia de tela OLED 4K. Esses notebooks especiais não só oferecem contraste excepcional e a melhor gama de cores da categoria, mas também todas as telas OLED desses notebooks da série AERO são certificadas pela Pantone e têm as cores calibradas de fábrica, prometendo cores mais brilhantes com precisão real para criadores de conteúdo ou profissionais de design que viajam.

A GIGABYTE mais uma vez coloca o desempenho acima de tudo nesta atualização com os novos notebooks da série Tiger Lake, trazendo desempenho incrível tanto para o trabalho quanto para a diversão. Para mais informações, acesse: https://www.aorus.com/laptops/gaming/

Foto – https://mma.prnewswire.com/media/1505347/GIGABYTE.jpg

FONTE GIGABYTE

SOURCE GIGABYTE

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Pré-vendas de Notebooks da GIGABYTE Batem Recordes sem Precedentes Impulsionados pelo Hype dos Processadores Tiger Lake

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A última geração de notebooks AORUS para gaming e AERO para criação da GIGABYTE, utilizam os novos processadores da série H com base no processo de fabricação da Intel de 10nm SuperFin. Graças à arquitetura avançada, os processadores da nova geração superam o desempenho do modelo anterior em mais de 20% em uma plataforma semelhante, oferecendo desempenho notável como o de um desktop, em qualquer lugar. Combinadas com as placas de vídeo da série RTX 30 nos notebooks AORUS, o desempenho em gaming é elevado a outro patamar.

Voltados para criadores de conteúdo, os notebooks da série AERO que oferecem uma enorme potência com os processadores da nova geração, também são dos poucos que apresentam tecnologia de tela OLED 4K. Esses notebooks especiais não só oferecem contraste excepcional e a melhor gama de cores da categoria, mas também todas as telas OLED desses notebooks da série AERO são certificadas pela Pantone e têm as cores calibradas de fábrica, prometendo cores mais brilhantes com precisão real para criadores de conteúdo ou profissionais de design que viajam.

A GIGABYTE mais uma vez coloca o desempenho acima de tudo nesta atualização com os novos notebooks da série Tiger Lake, trazendo desempenho incrível tanto para o trabalho quanto para a diversão. Para mais informações, acesse: https://www.aorus.com/laptops/gaming/

Foto – https://mma.prnewswire.com/media/1505347/GIGABYTE.jpg

FONTE GIGABYTE

SOURCE GIGABYTE

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