Item 1.01
|
Entry into a Material Definitive Agreement
|
Underwritten Public Offering of Common Stock
On
July 16, 2019, Repligen Corporation (the Company) entered into an underwriting agreement (the Common Stock Underwriting Agreement) with J.P. Morgan Securities LLC, Stephens Inc. and Janney Montgomery Scott LLC, as
representatives of the underwriters named therein (the Common Stock Underwriters), relating to an underwritten public offering (the Common Stock Offering) of 1,380,000 shares of the Companys common stock, $0.01 par
value per share (the Common Stock), at a price to the public of $87.00 per share (the Offering Price). After deducting the underwriting discounts and commissions and estimated offering expenses, the Company expects to receive
net proceeds from the Common Stock Offering of approximately $113.6 million. The Company has also granted the Common Stock Underwriters a
30-day
option to purchase up to an additional 207,000 shares of
Common Stock at the Offering Price, less underwriting discounts and commissions.
The Common Stock Offering was made pursuant to the Companys
effective automatic shelf registration statement on
Form S-3
(File
No. 333-231098),
including the prospectus dated April 29, 2019, as supplemented by a
prospectus supplement dated July 16, 2019, filed on July 17, 2019, and a free writing prospectus dated July 16, 2019, filed on July 17, 2019. The Common Stock Offering is expected to close on or about July 19, 2019, subject
to the satisfaction of customary closing conditions.
A copy of the Common Stock Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on
Form 8-K
and is incorporated herein by reference. The foregoing description of the Common Stock Underwriting Agreement does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Common Stock in
the Common Stock Offering is attached as Exhibit 5.1 to this Current Report on
Form 8-K.
Underwritten Public Offering of 0.375% Convertible Senior Notes due 2024
On July 16, 2019, the Company entered into an underwriting agreement (the Notes Underwriting Agreement) with J.P. Morgan Securities LLC, as
representative of the underwriters named therein (the Notes Underwriters), relating to an underwritten public offering (the Notes Offering) of $250,000,000 aggregate principal amount of 0.375% Convertible Senior Notes due
2024 (the Notes). After deducting the underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the Notes Offering of approximately $242.0 million. The Company has also
granted the Notes Underwriters a
13-day
option to purchase up to an additional $37.5 million aggregate principal amount of Notes solely to cover over-allotments.
The Notes Offering was made pursuant to the Companys effective automatic shelf registration statement on
Form S-3
(File
No. 333-231098),
including the prospectus dated April 29, 2019, as supplemented by a prospectus supplement dated July 16, 2019, filed
on July 17, 2019, and a free writing prospectus dated July 16, 2019, filed on July 17, 2019. The Notes Offering is expected to close on or about July 19, 2019, subject to the satisfaction of customary closing conditions.