Repligen Corporation agreed to issue $1 billion in convertible notes due in 2031, a plan that would replace some 2028 debt and bring in cash from new investors, the company said Oct. 30.
The proposed notes carry a 0.25% rate. Under privately negotiated agreements, participating holders would exchange $456.8 million of 1.00% notes due in 2028 for about $541.4 million of the new notes; cash investors would buy the remaining $458.6 million in principal. Repligen said about $143.2 million of the 2028 notes would remain after the transaction, with their current terms unchanged.
The new notes would initially be convertible at about $226.37 a share, roughly 20% above Repligen’s Oct. 29 closing share price, with adjustments allowed under anti-dilution terms. The cash subscriptions are expected to generate $458.6 million in gross proceeds before fees and expenses. The exchange portion would bring the company no cash.
Repligen plans to use about $120 million of net subscription proceeds to repurchase shares from some note purchasers through a financial intermediary at $188.64 per share, matching the stock’s final reported trade on Oct. 29. The company plans to direct remaining net proceeds to working capital and general corporate purposes, including possible acquisitions or investments.
The placement agent also intends to buy about $30 million of Repligen shares from transaction participants at a discount to the Oct. 29 price. Repligen said the planned purchases could influence the market prices of its shares and the new notes, including by cushioning a decline.
Repligen CFO Jason Garland said the financing would address the approaching 2028 repayment and reduce borrowing costs. The company expects lower interest expense to be “nominally accretive” to adjusted earnings per share in 2026, with a further benefit in 2027, according to its announcement.
A second-quarter filing with the Securities and Exchange Commission reported $600 million in principal outstanding on the 1.00% notes as of June 30. Those notes mature Dec. 15, 2028. Repligen expects the transaction to close on or about Nov. 6, subject to closing conditions.
