aibioHalozyme Therapeutics sells $1,500.0 million of 1.50% convertible notes
Tickers HALO
The Bank of New York Mellon Trust Company, N.A. is trustee. The company used $187.5 million of the net proceeds on capped calls and expects to buy back older convertible notes, and its cash and cash equivalents were $163.1 million at June 30, 2026.
Key facts
- Company
- Halozyme Therapeutics, Inc. (NASDAQ: HALO)
- News type
- Debt Financing
- Primary source
- Halozyme Therapeutics, Inc. 8-K (2026-09-22)
The notes and the proceeds
Halozyme Therapeutics, Inc. completed the sale of $1,500.0 million of 1.50% Convertible Senior Notes due 2033 on September 22, 2026. The total includes $200.0 million of notes that the initial purchasers bought when they exercised their option to buy more. The notes were sold to qualified institutional buyers under Rule 144A and were not registered under the Securities Act.
The company received net proceeds of about $1,471.1 million after the initial purchasers' discounts, commissions and offering expenses. It used about $187.5 million of those proceeds to fund capped call transactions.
The company also expects to repurchase about $151.7 million of principal of its 0.25% convertible notes due 2027 and $220.0 million of principal of its 1.00% convertible notes due 2028. The repurchases are privately negotiated and run through one of the initial purchasers or its affiliate, as the company's agent. The total cost is about $217.0 million for the 2027 notes and about $435.5 million for the 2028 notes, including accrued interest. Capped calls were entered on September 17, 2026, and more on September 18, 2026, with certain of the initial purchasers or their affiliates and other financial institutions. The company says they are expected generally to reduce potential dilution on conversion, subject to a cap price of approximately $208.39 a share, about 90.0% above the September 17 closing price. The reduction or offset stops at that cap. The remaining proceeds go to general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions.
Terms of the new notes
The notes are unsecured and rank equally with the company's other liabilities that are not subordinated to them. They are effectively junior to any secured debt to the extent of the assets securing it, and structurally subordinated to all liabilities of the company's subsidiaries, including trade payables. Interest of 1.50% is payable April 1 and October 1, beginning April 1, 2027.
The initial conversion rate is 7.1509 shares per $1,000 of principal, equal to a conversion price of about $139.84 a share. The company may settle conversions in cash, shares or both. Holders may convert only in specified circumstances, including when the stock trades above 130% of the conversion price for a set number of trading days, and from April 1, 2033 until the second trading day before maturity.
The company may redeem the notes from October 7, 2030, but only if the stock exceeds 130% of the conversion price on at least 20 of 30 consecutive trading days. Calling notes for redemption counts as a Make-Whole Fundamental Change, which can raise the conversion rate.
Trustee and advisers
The Bank of New York Mellon Trust Company, N.A. is trustee. The 8-K names its initial purchasers only by role, and it names no placement agent, financial advisor or counsel.
What the company does
Halozyme describes itself as a biopharmaceutical company that develops and licenses drug delivery technology. Its ENHANZE technology uses a proprietary enzyme, rHuPH20, to allow subcutaneous delivery of injected drugs and fluids. The company licenses ENHANZE to biopharmaceutical companies, which combine it with their own compounds.
It is also developing Hypercon, a microparticle technology that the 10-K says has been demonstrated in non-clinical testing, and Surf Bio, which targets antibody concentrations of up to 500 mg/mL.
The financial position
The 10-K shows net income of $444.1 million for 2024 and $316.9 million for 2025. Cash provided by operations was $479.1 million in 2024 and $651.6 million in 2025.
Year-end cash and cash equivalents were $115.8 million at the end of 2024 and $133.8 million at the end of 2025, according to a 10-Q filed August 6, 2026. At June 30, 2026, cash and cash equivalents were $163.1 million.
The repurchase terms show the cost of retiring older debt. The 2028 notes cost about $435.5 million, including accrued interest, to retire $220.0 million of principal. The 2027 notes cost about $217.0 million to retire $151.7 million of principal.
What comes next
The 8-K does not say how much of the general-purpose proceeds will remain once the repurchases close.