JWCA acts as sole placement agent for Repligen on its $600 million convertible exchange and new issuance

December 2023 | read press release

Transaction Background

Repligen (the “Company”) was interested in opportunistically refinancing its outstanding 2024 convertible ahead of the upcoming maturity

Repligen’s objectives for the re-financing transaction included:

• Extend maturity for majority of its outstanding $287.4mm convertible notes due 2024

• Avoid the typical stock price decline from a regular marketed convertible

• Execute efficiently and minimize transaction costs

• Replenish balance sheet cash using low cost debt

JWCA acted as sole placement agent for the exchange and new issuance, providing the following support for the Company:

• Advised on financing tactics and investor targeting to drive Company-friendly terms

• Led the outreach and execution of placement and exchange with convertible investors

• Structured a concurrent share repurchase to help mitigate dilution and stock impact, allowing the transaction to be executed on an overnight basis

Results

Repligen issued $600 million in a new convertible at very attractive terms

• 1 of 3 healthcare companies this year to price with a coupon of 1.25% or less and a conversion premium of 30% or higher

The Company was able to retire ~$217.7mm (~76%) of its outstanding 2024 convertible notes and issue an incremental ~$290.1mm of new convertible notes

• Increased conversion price from $115.28 to $203.06

• The additional cash will be used to prefund the remaining stub and for GCP

Avoided stock price risk, as the exchange was executed overnight after a confidential marketing process with existing and new convertible investors

Concurrently, Repligen was also able to retire $14.4mm of stock overnight with no premium.  J. Wood Capital supported the transaction and purchased $5.1mm of stock alongside the Company