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Subsequent Events
9 Months Ended
Sep. 30, 2014
Subsequent Events  
Subsequent Events

 

11. Subsequent Events

 

From October 1, 2014 through October 24, 2014, Synergy sold an additional 1,813,520 shares of common stock, under Synergy’s Amended Controlled Equity Sales Agreement with Cantor (footnote 7).  These sales yielded gross proceeds of $5.1 million, at an average selling price of $2.81 per share. As of November 10, 2014, there is approximately $41 million of common stock available unsold under the Agreement.

 

On November 3, 2014 Synergy announced the closing of a private offering of $200 million aggregate principal amount of 7.50% Convertible Senior Notes due 2019 (including the full exercise of the over-allotment option granted to the initial purchasers to purchase an additional $25 million aggregate principal amount of 7.50% Convertible Senior Notes due 2019).  The notes are unsecured, senior obligations of Synergy and bear interest at a rate of 7.50% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2015. The notes will mature on November 1, 2019, unless earlier purchased or converted. The holders of the notes have the ability to require the Company to repurchase the notes in whole or in part for cash in the event of a fundamental change. In such case, the repurchase price would generally be 100% of the principal amount of the notes plus any accrued and unpaid interest. The notes are convertible, at any time, into shares of the Company’s common stock at an initial conversion rate of 321.5434 shares per $1,000 principal amount of notes, which is equivalent to an initial conversion price of $3.11 per share.

 

The net proceeds from the offering were approximately $187.3 million after deducting the initial purchasers’ discounts and estimated offering expenses.  Synergy is evaluating the accounting for this convertible debt instrument under ASC Topic 470, Debt, Subtopic 470-20 specifically Convertible Debt Instruments, as well as ASC Topic 815, Derivatives and Hedging.