Summary
This filing is an amendment (8-K/A) to a previous 8-K filed on October 24, 2011, by Regeneron Pharmaceuticals, Inc. The primary purpose of this amendment, filed on May 23, 2014, is to provide supplemental disclosure regarding the maximum number of shares of Common Stock issuable upon the conversion of convertible notes and warrants. The original filing concerned the issuance of $400 million in aggregate principal amount of Notes and related convertible note hedge and warrant transactions in October 2011. Investors should note that this amendment primarily clarifies the potential equity dilution from these 2011 transactions. It confirms that up to approximately 4,760,840 shares of Common Stock could be issued upon conversion of the Notes, and a similar number of shares may be issuable upon conversion of the warrants, with an initial strike price of $103.41 per share. The net proceeds from the Note offering were approximately $391.3 million, while the bond hedge and warrant transactions resulted in no additional net proceeds to the company.
Key Highlights
- 1Amendment to a 2011 Form 8-K filing to provide supplemental disclosure on equity issuance.
- 2Focuses on clarifying the maximum number of shares issuable upon conversion of $400 million in Notes and related warrants.
- 3Confirms up to approximately 4,760,840 shares of Common Stock are potentially issuable upon conversion of the Notes.
- 4Indicates up to approximately 4,760,840 shares of Common Stock may be issuable upon conversion of warrants with an initial strike price of $103.41.
- 5The Notes were issued in a private placement under Section 4(2) and sold to qualified institutional buyers under Rule 144A.
- 6Net proceeds from the Notes offering were approximately $391.3 million.
- 7The convertible note hedge and warrant transactions did not result in additional net proceeds to the company.