8-KMaterial Agreements

REGENERON PHARMACEUTICALS, INC. 8-K Report, Agreement Terminated (Nov 25, 2016)

Filed November 25, 2016For Securities:REGN

Summary

Regeneron Pharmaceuticals, Inc. (REGN) filed an 8-K report on November 24, 2016, detailing the termination of material definitive agreements related to warrant agreements with Morgan Stanley & Co. International plc and Goldman, Sachs & Co. These agreements were originally established in 2011 in connection with the company's 1.875% convertible senior notes, which have since matured and are no longer outstanding. The termination of these warrant agreements signifies the closure of outstanding financial instruments tied to the now-matured convertible notes. Regeneron paid $33.5 million to Morgan Stanley and $176.2 million to Goldman Sachs to terminate these agreements and reduce the number of outstanding warrants to zero. This action resolves any remaining obligations or potential dilutive effects associated with these specific warrant arrangements.

Key Highlights

  • 1Termination of Warrant Agreement with Morgan Stanley & Co. International plc finalized on November 18, 2016.
  • 2Termination of Warrant Agreement with Goldman, Sachs & Co. finalized on November 21, 2016.
  • 3These warrant agreements were originally linked to Regeneron's 1.875% convertible senior notes, which matured on October 1, 2016.
  • 4Regeneron paid $33.5 million to Morgan Stanley for the termination of its warrant agreement.
  • 5Regeneron paid $176.2 million to Goldman Sachs for the termination of its warrant agreement.
  • 6The terminations effectively reduce the number of outstanding warrants held by these entities to zero.
  • 7The company has resolved outstanding financial obligations and potential dilution related to these specific warrant agreements.

Frequently Asked Questions

Regeneron terminated its warrant agreements with Morgan Stanley & Co. International plc and Goldman, Sachs & Co. These agreements were originally entered into in 2011 in connection with the issuance of Regeneron's 1.875% convertible senior notes.

The warrant agreements were terminated because the underlying convertible senior notes, which matured on October 1, 2016, are no longer outstanding. The terminations served to close out these financial instruments and related hedging transactions.

Regeneron paid a total of $33.5 million to Morgan Stanley and $176.2 million to Goldman Sachs to terminate the respective warrant agreements. This resolved all outstanding obligations and potential dilutive effects associated with these specific warrants.

This filing specifically addresses the termination of existing warrant agreements tied to past convertible note issuances. It resolves potential future dilution from these specific warrants but does not directly imply any new stock issuances or changes to the company's overall capital structure beyond closing out these prior obligations.