RGEN - Repligen Announces Private Convertible Transaction of $600 Million Principal Amount of 1.00% Convertible Senior Notes Due 2028 Through Exchange and New Subscription Agreements | Benzinga
WALTHAM, Mass., Dec. 07, 2023 (GLOBE NEWSWIRE) -- 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 ...