Press Release September 19, 2022

Alnylam Pharmaceuticals Closes $1.035 Billion 1.00% Convertible Notes Offering with Capped Call

Goodwin’s Capital Markets team advised Alnylam Pharmaceuticals, Inc. on its inaugural offering of more than $1 billion aggregate principal amount of Convertible Senior Notes, which priced with a 1.00% coupon and 35% conversion premium. A portion of the proceeds from the offering were used to pre-pay Alnylam’s higher-interest rate, secured term loan and to enter into capped call transactions, which were designed to mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raised the conversion price of the notes to $424.00 per share, a 100% premium over the reference price. The offering was well received by investors as evidenced by the attractive pricing terms and minimal stock price impact.

Goodwin assisted Alnylam in the structuring, negotiation, documentation and execution of the transaction, and provided advice, support and analysis throughout the execution process. 

Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY) has led the translation of RNA interference (RNAi) into a whole new class of innovative medicines with the potential to transform the lives of people afflicted with rare and prevalent diseases with unmet need.

Goodwin product team was led by James Barri, John Servidio, Kim de Glossop, Yana Shneyderman and Patrick Wilson in Debt Capital Markets and Derivatives. Goodwin’s corporate team included Gregg Katz, Stephanie Richards, Austin Abir, and Frank Ruofan Qin. Daniel Karelitz and Garret Gaughan provided Tax advice.

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