Repligen Corporation filed a Form 8-K on November 6, 2026, disclosing the issuance of $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2031 through a combination of exchange and cash subscription transactions completed on that same date.

Key Highlights

  • Total issuance: $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due November 1, 2031, issued under an Indenture dated November 6, 2026, with U.S. Bank Trust Company, National Association as trustee.
  • Exchange portion: Approximately $541.4 million principal amount of the new notes was issued in exchange for approximately $456.8 million principal amount of existing 1.00% Convertible Senior Notes due 2028, which were promptly canceled upon exchange.
  • Subscription portion: Approximately $458.6 million principal amount of the new notes was issued for approximately $458.6 million in cash.
  • Remaining 2028 Notes: Following the transactions, approximately $143.2 million in aggregate principal amount of the 2028 Notes remains outstanding with terms unchanged.
  • Conversion terms: The initial conversion rate is 4.4176 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $226.37 per share, representing an approximately 20% premium over the October 29, 2026 closing price of $188.64.
  • Optional redemption: The company may redeem all or a portion of the new notes on or after November 6, 2029, at 100% of principal plus accrued interest, subject to specified stock price and minimum outstanding balance conditions.

Repligen's $1.0 Billion Note Exchange and Subscription Transaction Details

According to the filing, Repligen Corporation (NASDAQ:RGEN) completed the issuance of $1.0 billion in 0.25% Convertible Senior Notes due 2031 on November 6, 2026. The transaction consisted of two components: an exchange of a portion of the company's existing 1.00% Convertible Senior Notes due 2028, and a separate cash subscription. The 2028 Notes tendered in the exchange were "promptly canceled upon exchange," according to the filing, while approximately $143.2 million principal amount of the 2028 Notes remains outstanding with its original terms unchanged.

The new notes are senior unsecured obligations paying interest semi-annually in arrears on May 1 and November 1 each year, beginning May 1, 2027, at a rate of 0.25% per annum. Holders may convert their notes prior to August 1, 2031, only under specified conditions tied to the company's common stock price, trading price of the notes, a company-initiated redemption call, or specified corporate events. On or after August 1, 2031, holders may convert at any time until the second scheduled trading day before the maturity date. Upon conversion, the company will pay cash up to the aggregate principal amount being converted, with any remainder settled in cash, common stock, or a combination at the company's election.

The filing states that if the company undergoes a "fundamental change" as defined in the Indenture, holders may require repurchase at 100% of principal plus accrued and unpaid interest. The Indenture also includes customary covenants and events of default covering payment defaults, covenant breaches, and certain bankruptcy or insolvency events. The new notes and any common stock issuable upon conversion have not been registered under the Securities Act of 1933 or applicable state securities laws, the filing noted.

What Was Disclosed

Repligen disclosed the closing of a $1.0 billion convertible note issuance on November 6, 2026, combining an exchange of existing 2028 notes and a cash subscription, with key terms including a 0.25% coupon, a 2031 maturity, and an initial conversion price of approximately $226.37 per share.