---
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"
generated_at: "2026-06-07T12:19:34.100579+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Repligen issues $600M of 1.00% convertible notes due 2028, exchanges ~$310M of 2024 notes

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-296692
- JSON: https://secwatch.observer/filing/0001193125-23-296692.json
- Plain text: https://secwatch.observer/filing/0001193125-23-296692.txt

## Key facts
- Debt Financings
  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.
  - Instrument: senior notes
  - Principal: $600 million aggregate principal amount
  - Counterparty: Wilmington Trust, National Association
  - Rate: 1.00% per annum
  - Maturity: December 15, 2028
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523296692/0001193125-23-296692-index.htm
- Material Agreements
  REPLIGEN CORP entered into Indenture with Wilmington Trust, National Association, as trustee valued at $600 million aggregate principal amount (effective 2023-12-14).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Wilmington Trust, National Association, as trustee
  - Value: $600 million aggregate principal amount
  - Effective: 2023-12-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/730272/000119312523296692/0001193125-23-296692-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.