Summary
Regeneron Pharmaceuticals, Inc. (REGN) has filed an 8-K report detailing a material definitive agreement, specifically the Third Amendment to its Master Terms and Conditions for Warrants with Goldman, Sachs & Co. This amendment addresses the remaining outstanding warrants issued in 2011 in connection with the company's convertible senior notes and related hedging transactions. The key aspect of this amendment is the agreement to reduce the number of outstanding warrants held by Goldman Sachs by up to 13% (approximately 76,749 warrants) over a specified period. Regeneron has agreed to pay Goldman Sachs an aggregate amount not exceeding $24.0 million to facilitate this reduction. The payment structure is based on the volume-weighted average price of Regeneron's common stock as Goldman Sachs closes out its hedging positions. Importantly, Regeneron has the discretion to settle these payments in cash or by delivering shares of its common stock, subject to a cap on the total number of shares that can be delivered.
Key Highlights
- 1Regeneron entered into the Third Amendment to its Warrant Agreement with Goldman Sachs.
- 2The amendment allows for the reduction of outstanding warrants held by Goldman Sachs by up to approximately 76,749 warrants, representing about 13% of the remaining warrants.
- 3Regeneron will pay an aggregate amount not to exceed $24.0 million to facilitate this warrant reduction.
- 4The settlement of the reduction will occur between March 2, 2015, and May 7, 2015.
- 5Payments will be based on the volume-weighted average price of Regeneron's common stock as Goldman Sachs unwinds its hedges.
- 6Regeneron has the option to settle these payments in cash or by issuing shares of its common stock.
- 7A cap of 250,000 shares is in place for any stock settlement, limiting Regeneron's total share delivery obligation.