Repligen (RGEN) Announces Private Convertible Transaction of $600 Million Principal Amount of 1.00% Convertible Senior Notes Due 2028
Repligen Corporation (NASDAQ: RGEN) today announced that on December 6, 2023, it entered into privately negotiated exchange and/or subscription agreements with certain holders of its outstanding 0.375% Convertible Senior Notes due 2024 (the “2024 Notes”) and certain new investors, pursuant to which Repligen will issue $600 million aggregate principal amount of 1.00% Convertible Senior Notes due 2028 (the “New Notes”). Approximately $309.9 million principal amount of the New Notes will be issued in exchange for approximately $217.7 million principal amount of 2024 Notes (the “Exchange Transactions”) and approximately $290.1 million principal amount of the New Notes will be issued for cash (the “Subscription Transactions”, and together with the Exchange Transactions, the “Transactions”). The conversion price for the New Notes will initially be approximately $203.06 per share of Repligen’s common stock, which represents a conversion premium of approximately 30% over the closing price of Repligen’s common stock on December 6, 2023. Following the closing of the Transactions, which is expected to occur on or about December 14, 2023, approximately $69.7 million in aggregate principal amount of 2024 Notes will remain outstanding with terms unchanged.
Repligen anticipates the cash proceeds from the Subscription Transactions will be approximately $276.2 million, after subtracting fees and estimated expenses in connection with the Transactions. Repligen intends to use approximately $14.4 million of the proceeds from the Subscription Transactions to repurchase shares of its common stock from certain purchasers of the New Notes and a portion of the proceeds to finance in part the settlement upon conversion or repurchase of the remaining 2024 Notes at or prior to maturity. Repligen intends to use the remainder of the proceeds for working capital and general corporate purposes, including to fund the possible acquisitions of, or investments in, complementary businesses, products, services and technologies. However, Repligen has no current plans or obligations to do so.
Jason Garland, Chief Financial Officer at Repligen said, “The exchange of the majority of our 2024 Notes addresses their impending maturity and extends the duration of our debt. Combined with the new subscriptions, the Transactions strengthen our balance sheet and provide added flexibility as we continue to execute on our M&A and organic growth strategies. As a result of the Transactions, we are updating our year-end cash and cash equivalent guidance to $717 - $727 million, up from $455 - $465 million communicated in our third quarter of 2023 earnings call. The increase reflects the cash proceeds from the Subscription Transactions, net of fees, estimated expenses and the share repurchases associated with the Subscription Agreements. Any portion of the proceeds used to finance in part the settlement upon conversion or repurchase of the remaining 2024 Notes at or prior to maturity, will be in used in 2024.”
In connection with the issuance of the New Notes, Repligen has been advised that the placement agent for the Transactions intends to purchase approximately $5.1 million of Repligen’s common stock from certain purchasers of the New Notes.
Additional information regarding this announcement may be found in a Current Report on Form 8-K that Repligen intends to file today with the U.S. Securities and Exchange Commission (the “SEC”).
J. Wood Capital Advisors LLC acted as placement agent to Repligen and Perella Weinberg Partners acted as financial advisor to Repligen in connection with the Transactions.
This press release does not constitute an offer to sell, nor is it a solicitation of an offer to buy, the New Notes or Repligen’s common stock, nor shall there be any sale of the New Notes or Repligen’s common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction.
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