{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-296692","form_type":"8-K","ticker":"RGEN","cik":"0000730272","company_name":"REPLIGEN CORP","filed_at":"2023-12-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:31.854041+00:00","generated_at":"2026-06-07T12:19:34.100579+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Repligen issues $600M of 1.00% convertible notes due 2028, exchanges ~$310M of 2024 notes","bullets":["Issued $600M aggregate principal of 1.00% Convertible Senior Notes due 2028, with ~$309.9M exchanged for existing 0.375% 2024 notes and ~$290.1M cash.","Initial conversion price ~$203.06 per share, representing ~30% premium over Dec 6 closing price of $156.20.","Notes mature Dec 15, 2028; redeemable at company option after Dec 18, 2026 under stock price conditions.","Up to 3,841,200 shares of common stock may be issued upon conversion (including make-whole shares).","Following transactions, ~$69.7M of the original 2024 notes remain outstanding."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-296692","json":"https://secwatch.observer/filing/0001193125-23-296692.json","markdown":"https://secwatch.observer/filing/0001193125-23-296692.md","text":"https://secwatch.observer/filing/0001193125-23-296692.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/730272/000119312523296692/0001193125-23-296692-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/730272/000119312523296692/d654708d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T12:19:34.100579+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"015b971d79811bc5f0a3ca65d902e678ad020f93","claim":"REPLIGEN CORP incurred senior notes of $600 million aggregate principal amount with Wilmington Trust, National Association at 1.00% per annum maturing December 15, 2028.","evidence_excerpt":"On December 14, 2023, in connection with the consummation of previously announced private exchange and subscription transactions, Repligen Corporation (the “Company”) issued $600 million aggregate principal amount of its 1.00% Convertible Senior Notes due 2028 (the “New Notes”) under an Indenture, dated December 14, 2023 (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/730272/000119312523296692/0001193125-23-296692-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$600 million aggregate principal amount"},{"label":"Counterparty","value":"Wilmington Trust, National Association"},{"label":"Rate","value":"1.00% per annum"},{"label":"Maturity","value":"December 15, 2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"24b508b38ceeed12a89a58795f6a78419c26fee3","claim":"REPLIGEN CORP entered into Indenture with Wilmington Trust, National Association, as trustee valued at $600 million aggregate principal amount (effective 2023-12-14).","evidence_excerpt":"On December 14, 2023, in connection with the consummation of previously announced private exchange and subscription transactions, Repligen Corporation (the \"Company\") issued $600 million aggregate principal amount of its 1.00% Convertible Senior Notes due 2028 (the \"New Notes\") under an Indenture, dated December 14, 2023 (the \"Indenture\"), between the Company and Wilmington Trust, National Association, as trustee.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/730272/000119312523296692/0001193125-23-296692-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Wilmington Trust, National Association, as trustee"},{"label":"Value","value":"$600 million aggregate principal amount"},{"label":"Effective","value":"2023-12-14"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}