Repligen has entered into agreements to issue $1 billion of 0.25% Convertible Senior Notes due 2031 through a combination of debt exchanges and new cash subscriptions.
Approximately $541.4 million of the new notes will be issued in exchange for about $456.8 million of Repligen’s outstanding 1% Convertible Senior Notes due 2028.
Another approximately $458.6 million of the new 2031 notes will be issued to investors for cash.
The new notes initially carry a conversion price of approximately $226.37 per Repligen share, representing an approximately 20% premium to the company’s October 29, 2026 closing share price.
Following completion of the transactions, approximately $143.2 million of the existing 2028 notes are expected to remain outstanding with their current terms unchanged.
Closing is expected on or around November 6, subject to customary conditions.
Repligen expects gross cash proceeds of approximately $458.6 million from the subscription portion of the transaction before fees and expenses.
The company plans to use approximately $120 million of the net proceeds to repurchase common shares from certain purchasers of the new notes through a financial intermediary at $188.64 per share.
Remaining proceeds are expected to support working capital and general corporate purposes, including potential acquisitions and investments in complementary businesses, products, services, and technologies.
Repligen said the refinancing extends its debt duration, reduces interest expense, and increases financial flexibility.
The company also expects the lower interest expense to be nominally accretive to adjusted earnings per share during 2026, with additional benefit expected in 2027.
J. Wood Capital Advisors served as placement agent.
KEY QUOTES:
“These transactions proactively address the upcoming maturity of our 2028 Notes, extend our debt duration, reduce our interest expense, and enhance our financial flexibility.”
Jason Garland, Chief Financial Officer Of Repligen
“By strengthening our capital structure, we have increased our capacity to support both organic investments and disciplined M&A activity to drive long-term value creation for shareholders.”
Jason Garland, Chief Financial Officer Of Repligen
