Repligen closes $1 billion offering of 2031 convertible notes
The exchange and subscription transactions closed November 6, 2026, converting most tendered 2028 notes and leaving $143.2 million of old notes outstanding.
Repligen Corporation completed its previously announced note exchange and subscription transactions on November 6, 2026, issuing $1.0 billion in aggregate principal amount of 0.25% Convertible Senior Notes due 2031 under an indenture with U.S. Bank Trust Company, National Association, as trustee.1
Of that total, roughly $541.4 million principal amount of the new notes went to holders swapping about $456.8 million of the company's 1.00% Convertible Senior Notes due 2028, which were then canceled, while about $458.6 million of new notes were sold for a matching amount in cash.1 After closing, about $143.2 million of the 2028 notes remains outstanding on unchanged terms.1
The new notes are senior unsecured obligations that pay 0.25% annual interest semi-annually starting May 1, 2027, and mature November 1, 2031 unless earlier converted, redeemed or repurchased.1 The initial conversion rate is 4.4176 shares per $1,000 principal amount, equal to a conversion price of about $226.37 per share, a roughly 20% premium over Repligen's October 29, 2026 closing price of $188.64.1
Repligen may redeem the notes for cash on or after November 6, 2029, if its stock trades at least 130% above the conversion price for a specified period, subject to a $100 million minimum notes-outstanding threshold for partial redemptions.1 Based on the initial conversion terms, up to 5,301,100 shares of common stock may be issued upon conversion, including shares potentially due under make-whole or redemption provisions.1
As disclosed when the deal was announced, the company estimated gross proceeds from the cash subscription portion at about $458.6 million, with roughly $120.0 million earmarked to repurchase shares from certain New Notes purchasers at $188.64 per share, the October 29, 2026 closing price.2 Remaining proceeds are intended for working capital and general corporate purposes, including possible acquisitions or investments in complementary businesses, products, services and technologies.2
Written by readthrough’s AI from the linked primary sources and fact-checked against them automatically before publishing. Not investment advice.