Goodwin Advises Moderna in $3 Billion 0.00% Convertible Senior Notes Offering and Capped Call

Goodwin’s Capital Markets team advised Moderna, Inc. on its offering of $3.0 billion of 0.00% convertible senior notes due 2032, which includes the full exercise of the initial purchasers’ option to purchase $400.0 million of additional notes. The initial conversion price for the notes of $210.58 per share of Moderna’s common stock reflects a premium of 47.5% to the reference price of $142.77 per share. The transaction represents the largest convertible debt offering in the healthcare sector in the last 20 years.

In connection with the offering, Moderna and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes and synthetically raise the initial conversion price for the notes to $392.6175 per share, a 175% premium over the reference price, representing the highest ever premium to reference price in the healthcare space. 

Moderna (Nasdaq: MRNA) is a pioneer and leader in the field of mRNA medicine. Through the advancement of its technology platform, Moderna is reimagining how medicines are made to transform how we treat and prevent diseases. Since its founding, Moderna’s mRNA platform has enabled the development of vaccines and therapeutics across infectious diseases, cancer, rare diseases, and more. With a global team and a unique culture, driven by the company’s values and mindsets, Moderna’s mission is to deliver the greatest possible impact to people through mRNA medicines. 

Goodwin’s product team consisted of Jim Barri, John Servidio, Kim de Glossop, Jonathan Burr, and Ben Deitch. Goodwin’s corporate team consisted of Stuart Cable, Gregg Katz, Matthew Rosencranz, Gaby Boria, and Anderson Haines Riddick. Dan Karelitz and Garrett Gaughan provided tax advice. 

For more information, please see Moderna’s pricing press release for the offering.