Press Release September 21, 2022

Goodwin Represents the Initial Purchasers and Dealers on Sarepta’s $1.15 Billion Convertible Senior Notes and Capped Call

The Capital Markets team advised the initial purchasers on Sarepta Therapeutics, Inc.’s Rule 144A offering of 1.25% Convertible Senior Notes due 2027. The $1.15 billion offering includes the full exercise of the initial purchasers’ option to purchase $150 million in additional notes, as well as a separately negotiated private placement of $20 million. The initial conversion price of the notes features a premium of approximately 35.0% up from the reference price of $105.16 per share. 

In connection with the offering, Sarepta 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 effectively raise the conversion price of the notes to approximately $210.32 per share, a 100% premium over the reference price.  Additionally, Goodwin advised one of the initial purchasers, acting as agent to Sarepta, in connection with Sarepta’s repurchase of approximately $150.6 million aggregate principal amount of Sarepta’s outstanding 1.50% Convertible Senior Notes due 2024 in a privately negotiated transaction executed concurrently with the pricing of the new notes.

Sarepta Therapeutics, Inc. (Nasdaq: SRPT) engineers precision genetic medicine for rare diseases that devastate lives and cut futures short. Sarepta holds leadership positions in Duchenne muscular dystrophy (DMD) and limb-girdle muscular dystrophies (LGMDs), and currently has more than 40 programs in various stages of development. Sarepta’s pipeline is driven by its multi-platform Precision Genetic Medicine Engine in gene therapy, RNA and gene editing

The Goodwin product team was led by James Barri, John Servidio, Kim de Glossop, Patty Shields and Patrick Wilson in Debt Capital Markets and Derivatives. The corporate team consisted of Seo Salimi, William Magioncalda, Andrianna Frinzi and Lauren Zhang. Daniel Karelitz and Garret Gaughan advised on Tax issues.

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