Repligen reports private convertible transaction of senior notes

Repligen 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 and certain new investors, pursuant to which Repligen will issue $600 million aggregate principal amount of 1.00% Convertible Senior Notes due 2028. 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 and approximately $290.1 million principal amount of the New Notes will be issued for cash. 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. 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. 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.