– With present money and projected income, providing is anticipated to fund operations to profitability
CAMBRIDGE, Mass., Sept. 12, 2022 (GLOBE NEWSWIRE) — Sarepta Therapeutics, Inc. (NASDAQ:SRPT), the chief in precision genetic medication for uncommon illnesses, right this moment introduced that it intends to supply, topic to market and different situations, $1.0 billion combination principal quantity of convertible senior unsecured notes that may mature on September 15, 2027, except earlier redeemed, repurchased or transformed. The notes might be supplied and offered solely to individuals fairly believed to be certified institutional patrons pursuant to Rule 144A beneath the Securities Act of 1933, as amended (the “Rule 144A offering”). Sarepta additionally expects to grant the preliminary purchasers of the notes an choice to buy as much as an extra $150 million combination principal quantity of notes.
Sarepta intends to make use of a portion of the online proceeds from the choices to pay the associated fee of sure capped name transactions (described beneath) and to repurchase a portion of its 1.50% Convertible Senior Notes due 2024 (the “2024 Notes”), inclusive of any relevant premium and accrued curiosity (described beneath). In addition, Sarepta intends to make use of a portion of the online proceeds from the choices to repay borrowings and accrued and unpaid curiosity, to pay the prepayment premium beneath, and terminate, its credit score settlement and the remaining web proceeds to fund common company functions. Sarepta believes that, together with present money and projected income, this providing is enough to fund operations to profitability.
The notes might be senior, unsecured obligations of Sarepta and bear money curiosity, payable on March 15 and September 15 of annually, starting on March 15, 2023. The notes might be convertible, solely throughout sure durations and topic to sure circumstances, into money, shares of Sarepta frequent inventory, or a mixture of money and shares of Sarepta frequent inventory, at Sarepta’s election. Prior to September 20, 2025, the notes is not going to be redeemable. On or after September 20, 2025 and on or earlier than the 41st scheduled buying and selling day instantly previous the maturity date, Sarepta might redeem for money all or half of the notes (topic to sure situations), at its choice, if the final reported sale worth of Sarepta’s frequent inventory has been at the very least 130% of the conversion worth then in impact for at the very least 20 buying and selling days (whether or not or not consecutive), together with the buying and selling day instantly previous the date on which Sarepta gives discover of redemption, throughout any 30 consecutive buying and selling day interval ending on, and together with, the buying and selling day instantly previous the date on which Sarepta gives discover of redemption. Final phrases of the notes, together with rate of interest, conversion fee, conversion worth, and sure different phrases of the choices, might be decided on the time of pricing.
In reference to the pricing of the notes, Sarepta expects to enter into privately negotiated capped name transactions with a number of of the preliminary purchasers or their respective associates or different monetary establishments (the “option counterparties”). The capped name transactions are anticipated typically to cut back the potential dilution to Sarepta’s frequent inventory upon conversion of any notes and/or offset any potential money funds Sarepta is required to make in extra of the principal quantity of transformed notes, because the case could also be, topic to a cap. If the preliminary purchasers of the notes train their choice to buy further notes, Sarepta expects to enter into further capped name transactions with the choice counterparties.
Sarepta has been suggested that, in reference to establishing their preliminary hedges of the capped name transactions, the choice counterparties or their respective associates count on to buy shares of Sarepta’s frequent inventory and/or enter into numerous spinoff transactions with respect to Sarepta’s frequent inventory concurrently with or shortly after the pricing of the notes. This exercise may improve (or cut back the dimensions of any lower in) the market worth of Sarepta’s frequent inventory or the notes at the moment. In addition, the choice counterparties or their respective associates might modify their hedge positions by coming into into or unwinding numerous derivatives with respect to Sarepta’s frequent inventory and/or by buying or promoting Sarepta’s frequent inventory or different securities of Sarepta’s in secondary market transactions following the pricing of the notes and previous to the maturity of the notes (and are seemingly to take action throughout any remark interval associated to a conversion of notes). This exercise may additionally trigger or keep away from a rise or a lower available in the market worth of Sarepta’s frequent inventory or the notes, which may have an effect on the flexibility of holders to transform the notes and, to the extent the exercise happens following conversion or throughout any remark interval associated to a conversion of the notes, it may have an effect on the quantity of shares of Sarepta’s frequent inventory and worth of the consideration that holders will obtain upon conversion of the notes.
Contemporaneously with the pricing of the notes on this providing, Sarepta expects to enter into separate, privately negotiated transactions with sure holders of its 2024 Notes to repurchase for money a portion of the 2024 Notes on phrases to be negotiated with such holders (the “concurrent note repurchases”). The phrases of the concurrent be aware repurchases are anticipated to be individually negotiated and can rely on a number of components, together with the market worth of Sarepta’s frequent inventory and the buying and selling worth of the 2024 Notes on the time of every such concurrent be aware repurchase. No assurance might be given as to how a lot, if any, of the 2024 Notes might be repurchased or the phrases on which they are going to be repurchased.
Sarepta expects that holders of any 2024 Notes that Sarepta agrees to repurchase which have hedged their fairness worth danger with respect to such notes (the “hedged holders”) will, concurrently with the pricing of the notes, unwind their hedge positions by shopping for Sarepta’s frequent inventory and/or coming into into or unwinding numerous spinoff transactions with respect to Sarepta’s frequent inventory.
In reference to the issuance of the 2024 Notes, Sarepta entered into capped name transactions (the “existing capped call transactions”) with sure monetary establishments (the “existing option counterparties”). In reference to the concurrent be aware repurchases, Sarepta expects to enter into agreements with the present choice counterparties to terminate a portion of the present capped name transactions in a notional quantity comparable to the principal quantity of the 2024 Notes repurchased within the concurrent be aware repurchases. In reference to any such termination of a corresponding portion of the present capped name transactions, Sarepta expects that such present choice counterparties and/or their respective associates will promote shares of Sarepta’s frequent inventory in secondary market transactions, and/or unwind numerous spinoff transactions with respect to Sarepta’s frequent inventory. In reference to such terminations, Sarepta anticipate that it’ll obtain proceeds from the present counterparties, which it intends to make use of for common company functions.
Any repurchase of the 2024 Notes and the termination of a corresponding portion of the present capped name transactions described above, and the potential associated market actions by holders of the 2024 Notes taking part within the concurrent be aware repurchases and the present counterparties, as relevant, may improve (or cut back the dimensions of any lower in) or lower (or cut back the dimensions of any improve in) the market worth of Sarepta’s frequent inventory, which can have an effect on the buying and selling worth of the notes at the moment and the preliminary conversion worth of the notes. Sarepta can not predict the magnitude of such market exercise or the general impact it should have on the value of the notes or Sarepta’s frequent inventory.
The provide and sale of the notes usually are not being registered beneath the Securities Act, or any state securities legal guidelines. The notes is probably not supplied or offered within the United States besides pursuant to an exemption from the registration necessities of the Securities Act and any relevant state securities legal guidelines.
This information launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase the securities described herein, nor shall there be any sale of these securities, in any state or jurisdiction wherein such provide, solicitation or sale can be illegal previous to registration or qualification beneath the legal guidelines of such jurisdiction.
About Sarepta Therapeutics
Sarepta is on an pressing mission: engineer precision genetic medication for uncommon illnesses that devastate lives and reduce futures quick. Sarepta holds management positions in Duchenne muscular dystrophy (DMD) and limb-girdle muscular dystrophies (LGMDs), and presently has greater than 40 packages in numerous phases of growth. Sarepta’s pipeline is pushed by its multi-platform Precision Genetic Medicine Engine in gene remedy, RNA and gene modifying.
Forward-Looking Statements
This press launch accommodates forward-looking statements, together with however not restricted to statements in regards to the anticipated phrases, timing and measurement of the proposed choices, and capped name transactions, the concurrent be aware repurchases, the present capped name transactions and that the providing might be enough to fund operations to profitability. These forward-looking statements contain dangers and uncertainties, many of that are past Sarepta’s management, together with dangers and uncertainties associated to market situations, the anticipated phrases and timing of the proposed choices, the notes and the capped name transactions, the satisfaction of customary closing situations associated to the proposed choices and the chance that Sarepta might not be capable to consummate the proposed choices on the anticipated phrases, or in any respect. Applicable dangers additionally embrace these which are included within the “Risk Factors” part of Sarepta’s Quarterly Report on Form 10-Q for the three months ended June 30, 2022, along with the chance components which are included sometimes in Sarepta’s subsequent SEC filings. Investors are cautioned to not depend on these forward-looking statements when investing resolution. Any forward-looking assertion on this press launch represents Sarepta’s views solely as of the date of this press launch and shouldn’t be relied upon as representing its views as of any subsequent date. Sarepta doesn’t undertake any obligation to publicly replace its forward-looking statements primarily based on occasions or circumstances after the date hereof, besides as required by relevant regulation. The affiliated investor has no obligation to buy any notes.
Source: Sarepta Therapeutics, Inc.
Investor Contact:
Ian Estepan, 617-274-4052
[email protected]
Media Contact:
Tracy Sorrentino, 617-301-8566
[email protected]
