Repligen Corporation announced on October 30, 2026, that it has entered into privately negotiated exchange and subscription agreements to issue $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “New Notes”). The transaction is structured to include both an exchange of existing debt and a cash subscription for new investors.
The offering consists of two components. Approximately $541.4 million in New Notes will be issued in exchange for approximately $456.8 million in aggregate principal amount of the Company’s outstanding 1.00% Convertible Senior Notes due 2028. Additionally, approximately $458.6 million in New Notes will be issued for cash to new investors. The closing of the transactions is expected to occur on or about November 6, 2026, subject to customary conditions.
Under the terms of the New Notes, interest is set at 0.25% per year, payable semi-annually on May 1 and November 1 of each year, beginning May 1, 2027. The notes will mature on November 1, 2031, unless earlier converted, redeemed, or repurchased. The notes are senior unsecured obligations of the Company.
Investors will have the option to convert the notes into cash, shares of Repligen’s common stock, or a combination of both. The initial conversion rate is 4,417.6 shares per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $226.37 per share. This represents a conversion premium of approximately 20.0% over the last reported sale price of the common stock on October 29, 2026.
Repligen intends to use the net proceeds from the cash subscription for working capital and general corporate purposes, including potential acquisitions of complementary businesses, products, services, and technologies. The Company also plans to repurchase approximately $120.0 million of its common stock from certain purchasers of the New Notes at a price of $188.64 per share, which matches the last reported sale price on October 29, 2026.
