Repligen Corporation filed an 8-K on October 30, 2026, disclosing that it entered into privately negotiated exchange and subscription agreements to issue $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2031, in exchange for existing 2028 Notes and for cash from new investors.

Key Highlights

  • Total issuance: Repligen will issue $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due November 1, 2031.
  • Exchange component: Approximately $541.4 million principal amount of New Notes will be issued in exchange for approximately $456.8 million principal amount of existing 1.00% Convertible Senior Notes due 2028.
  • Cash subscription component: Approximately $458.6 million principal amount of New Notes will be issued for cash, with estimated gross proceeds of approximately $458.6 million.
  • Remaining 2028 Notes: After closing, approximately $143.2 million aggregate principal amount of 2028 Notes will remain outstanding with terms unchanged.
  • Conversion terms: The initial conversion rate is 4.4176 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $226.37 per share, representing an approximately 20.0% conversion premium over the last reported sale price on October 29, 2026.
  • Share repurchase: The company intends to use approximately $120.0 million of net proceeds to repurchase shares of its common stock at $188.64 per share through a financial intermediary.
  • Expected closing: The transactions are expected to close on or about November 6, 2026, subject to customary closing conditions.

Repligen's $1.0 Billion Convertible Note Exchange and Subscription: Key Terms and Use of Proceeds

According to the filing, Repligen Corporation (NASDAQ:RGEN) entered into privately negotiated exchange and/or subscription agreements with certain holders of its outstanding 1.00% Convertible Senior Notes due 2028 and certain new investors. The New Notes will be issued in two parts: approximately $541.4 million principal amount through the Exchange Transactions, in which existing 2028 Notes are surrendered, and approximately $458.6 million principal amount through the Subscription Transactions, in which new investors pay cash. The New Notes are being issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, based in part on representations from investors that they are institutional accredited investors and qualified institutional buyers, the filing stated.

The New Notes will bear interest at 0.25% per year beginning November 6, 2026, payable semi-annually on May 1 and November 1, with the first payment due May 1, 2027, the filing disclosed. The company may redeem the New Notes for cash on or after November 6, 2029, at 100% of principal plus accrued interest, subject to specified conditions including a stock price threshold of at least 130% of the conversion price for at least 20 trading days within any 30 consecutive trading day period. A maximum of 5,301,100 shares of common stock may be issued upon conversion of the New Notes, based on the initial maximum conversion rate, which includes the maximum number of additional shares deliverable in connection with certain make-whole fundamental change transactions or redemptions, according to the filing.

The company disclosed it intends to use approximately $120.0 million of net proceeds from the Subscription Transactions to repurchase shares of its common stock at $188.64 per share, equal to the last reported sale price on October 29, 2026. The remainder of the net proceeds is intended for working capital, general corporate purposes, and possible acquisitions of or investments in complementary businesses, products, services, and technologies. The filing also noted that the placement agent intends to purchase approximately $30.0 million of Repligen's common stock from certain participants at a discount to the October 29, 2026 closing price, and that such activity "could increase (or reduce the size of any decrease in) the market price of Repligen's common stock or the New Notes."

What Was Disclosed

Repligen's 8-K disclosed the entry into agreements to issue $1.0 billion in new 0.25% Convertible Senior Notes due 2031, exchanging a portion of its existing 2028 Notes and raising cash from new investors, along with details on use of proceeds, conversion terms, and share repurchase activity.