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Published on 9/19/2022 in the Prospect News Convertibles Daily.

Sarepta greenshoe lifts 1.25% five-year convertibles to $1.15 billion

By Marisa Wong

Los Angeles, Sept. 19 – The initial purchasers of Sarepta Therapeutics Inc.’s recently priced 1.25% convertible notes due Sept. 15, 2027 exercised their $150 million over-allotment option in full on Sept. 14, according to an 8-K filed Monday with the Securities and Exchange Commission.

Sarepta priced a total of $1 billion of five-year convertible notes after the market close on Sept. 13 at par with a coupon of 1.25% and an initial conversion premium of 35%, as previously reported.

Of the total amount, $20 million was issued under a purchase agreement with Michael A. Chambers Living Trust, an entity affiliated with Michael Chambers, a member of the company’s board of directors.

Pricing came at the rich end of talk for a coupon of 1.25% to 1.75% and at the midpoint of talk for an initial conversion premium of 32.5% to 37.5%, according to a market source.

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC were bookrunners for the Rule 144A offering.

The notes are non-callable until Sept. 20, 2025 and then subject to a 130% hurdle.

In connection with the offering, the company entered into capped call transactions with a cap price of $210.32, which represents a premium of 100% over the last reported sales price of stock.

Some of the proceeds will be used to fund the call spread; some will be used to repurchase for cash $150.6 million of the company’s 1.5% convertible notes due 2024 in privately negotiated transactions; some will be used to repay and terminate its credit agreement; and remaining amounts will be used for general corporate purposes.

Sarepta is a Cambridge, Mass.-based biopharmaceutical company focused on rare diseases.


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