Latham & Watkins Advises on Inotiv, Inc.’s Upsized US$125 Million Convertible Senior Notes Offering

Inotiv, Inc., a leading contract research organization specializing in nonclinical and analytical drug discovery and development services, has announced the pricing of its offering of US$125,000,000 aggregate principal amount of 3.25% convertible senior notes due 2027 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The offering size was increased from the previously announced offering size of US$110,000,000 aggregate principal amount of notes. The notes will be fully and unconditionally guaranteed, on a senior, unsecured basis, by BAS Evansville, Inc., a wholly owned subsidiary of Inotiv. The issuance and sale of the notes are scheduled to settle on September 27, 2021, subject to customary closing conditions. Inotiv also granted the initial purchaser of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional US$15,000,000 principal amount of notes. Inotiv estimates that the net proceeds from the offering will be approximately US$120.5 million (or approximately US$135.1 million if the initial purchaser fully exercises its option to purchase additional notes), after deducting the initial purchaser’s discounts and commissions and estimated offering expenses.

Latham & Watkins LLP represented the initial purchaser in the offering with a capital markets team led by New York/Los Angeles partner Greg Rodgers and Los Angeles partner Arash Aminian Baghai, with associates Ryan Gold, Darby Dietrich, and Andrew Bentz. Advice was also provided on tax matters by New York partner Bora Bozkurt, with associate Michael Yu.