Halozyme Therapeutics, Inc. has completed the sale of $1,500.0 million in aggregate principal amount of 1.50% Convertible Senior Notes due 2033. The offering included $200.0 million in additional notes purchased by the initial purchasers under an option included in the original agreement. The notes were issued pursuant to an indenture dated September 22, 2026, with The Bank of New York Mellon Trust Company, N.A., acting as trustee.
The company received net proceeds of approximately $1,471.1 million after deducting discounts, commissions, and estimated offering expenses. The funds are allocated as follows: $187.5 million to cover the cost of entering into Capped Call Transactions, approximately $151.7 million to repurchase $151.7 million in aggregate principal amount of outstanding 0.25% convertible senior notes due 2027, and $220.0 million to repurchase $220.0 million in aggregate principal amount of outstanding 1.00% convertible senior notes due 2028. The total repurchase cost for the 2027 notes is approximately $217.0 million, and for the 2028 notes, it is approximately $435.5 million.
The remaining net proceeds are intended for general corporate purposes, including working capital, capital expenditures, potential acquisitions, and strategic transactions. The notes pay interest semi-annually on April 1 and October 1, beginning April 1, 2027, at an annual rate of 1.50%. The initial conversion rate is 7.1509 shares of common stock per $1,000 in principal amount, which is equivalent to a conversion price of approximately $139.84 per share. Holders may convert the notes under specific conditions, including a 30-day window after the first 20 trading days of a calendar quarter if the stock price exceeds 130% of the conversion price for at least five days, or during a five-day window following a period where the trading price of the notes drops below 98% of the product of the share price and conversion rate.
The notes are unsecured obligations that rank senior to subordinated indebtedness and equally with other unsecured liabilities. They are structurally subordinated to the indebtedness of the company's subsidiaries. The notes are redeemable by the company in whole or in part on or after October 7, 2030, under certain conditions, and are subject to events of default including failure to pay principal or interest, failure to deliver notices, and defaults on other indebtedness exceeding $50.0 million.
