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Get filing alertsRepligen issues $1.0B of 0.25% convertible notes due 2031 to refinance 2028 notes and raise cash
Filed November 6, 2026 · Period ending November 6, 2026 · ~1 min read
Key Changes
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high
Issued $1.0B of 0.25% Convertible Senior Notes due 2031.
Item 1.01 verify on EDGAR → -
high
Exchanged ~$456.8M of 1.00% 2028 notes for ~$541.4M of new notes; ~$143.2M of 2028 notes remain outstanding.
Item 1.01 verify on EDGAR → -
high
Raised ~$458.6M in cash via subscription portion of the transaction.
Item 1.01 verify on EDGAR → -
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Initial conversion price ~$226.37 per share, a ~20% premium to the $188.64 closing price on Oct 29, 2026.
Item 1.01 verify on EDGAR → -
medium
Company may redeem notes for cash on or after Nov 6, 2029, subject to conditions.
Item 1.01 verify on EDGAR →
Summary
Repligen Corporation issued $1.0 billion of 0.25% Convertible Senior Notes due 2031. Approximately $541.4 million of the new notes were issued in exchange for about $456.8 million of its 1.00% Convertible Senior Notes due 2028, leaving roughly $143.2 million of the 2028 notes outstanding. The company also raised approximately $458.6 million in cash through a subscription offering of the new notes.
The new notes are convertible into common stock at an initial conversion price of approximately $226.37 per share, a roughly 20% premium to the closing price of $188.64 on October 29, 2026. Repligen may redeem the notes for cash beginning November 6, 2029, subject to certain conditions.
The notes were sold in a private placement to institutional accredited investors and qualified institutional buyers, with up to 5,301,100 shares issuable upon conversion. For retail holders, the transaction extends the company's debt maturity profile and provides additional liquidity for general corporate purposes. The exchange reduces nearer-term debt, while the cash portion strengthens the balance sheet. The conversion premium limits dilution unless the stock appreciates significantly.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Repligen Corporation (the “Company”) issued $1.0 billion aggregate principal amount of its 0.25% Convertible Senior Notes due 2031 (the “New Notes”)
The company issued $1.0 billion of new convertible senior notes due 2031 with a 0.25% annual coupon. This is a material financing event that extends the company's debt maturity profile. Note: these figures were previously disclosed in the company's Oct 30, 2026 8-K.
Added in current filing · verify on EDGAR →
The Company may redeem for cash all or any portion (subject to the partial redemption limitation described below) of the New Notes, at its option, on a redemption date on or after November 6, 2029
The company has the option to redeem the notes for cash starting November 6, 2029, subject to certain conditions including a stock price threshold. Holders also have repurchase rights upon a fundamental change. These provisions give the company flexibility to manage the debt.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Repligen sold convertible notes in a private placement, with up to 5,301,100 shares issuable upon conversion.
Added in current filing · verify on EDGAR →
The Company offered and sold the New Notes in reliance upon the exemption from registration provided by Section 4(a) (2) of the Securities Act.
Repligen issued convertible notes in a private placement exempt from SEC registration. The notes were sold to institutional accredited investors and qualified institutional buyers.
Added in current filing · verify on EDGAR →
Initially, a maximum of 5,301,100 shares of the Company’s Common Stock may be issued upon conversion of the New Notes
The notes can convert into up to 5,301,100 shares of common stock, including additional shares for make-whole fundamental change transactions or redemptions, subject to anti-dilution adjustments.
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Figures/quotes linked to EDGAR · Narrative written by AI · Nov 9, 2026 · How we verify