Item 8.01. Other Events
On January 8, 2020, Clovis Oncology, Inc. (the "Company") consummated its
previously announced registered direct offering (the "Share Offering") of an
aggregate of 17,777,679 shares (the "Shares") of its common stock at a price of
$9.25 per share to a limited number of holders (the "Holders") of its 4.50%
Convertible Senior Notes due 2024 (the "2024 Notes"). The Company used the
proceeds of the Share Offering to repurchase from such Holders an aggregate of
$123,417,000 principal amount of its 2024 Notes in privately negotiated
transactions. The offer and sale of the Shares were made pursuant to the
Company's Registration Statement on Form S-3, Registration No. 333-235536, filed
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and the prospectus supplement thereunder related to the
Share Offering.
On January 7, 2020, the Company issued a press release announcing the pricing of
the Share Offering which is attached hereto as Exhibit 99.1, the text of which
is incorporated herein by reference.
A copy of the opinion of Willkie Farr & Gallagher LLP relating to the legality
of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit
No. Description
5.1 Opinion of Willkie Farr & Gallagher LLP
23.1 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1)
99.1 Press release of Clovis Oncology, Inc., issued January 7, 2020
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101)
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CLOVIS ONCOLOGY, INC. 
