--- title: "Sarepta agrees to swap about $700.0 million of 2027 convertible notes" url: "https://aibio.space/news/sarepta-agrees-swap-about-700-0-million-2027-convertible-notes-sell-20/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-08-21" section: "Financings" tickers: "NASDAQ:SRPT" source: "https://www.sec.gov/Archives/edgar/data/873303/000119312525184625/d938350d8k.htm" summary: "Sarepta would swap about $700.0 million of 1.25% notes due 2027 for $602.0 million of new 4.875% notes due 2030, about $123.3 million in cash and new share" --- By the aibio.space news desk. Sources - [Sarepta Therapeutics, Inc. Form 8-K filed August 21, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/873303/000119312525184625/d938350d8k.htm) - [Sarepta Therapeutics, Inc. Form 10-K filed February 28, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/873303/000095017025029973/srpt-20241231.htm) [SRPT](https://aibio.space/companies/sarepta-therapeutics/) 2025-08-21 # Sarepta agrees to swap about $700.0 million of 2027 convertible notes, sell $20.0 million of stock Tickers [SRPT](https://aibio.space/companies/sarepta-therapeutics/) Sarepta would swap about $700.0 million of 1.25% notes due 2027 for $602.0 million of new 4.875% notes due 2030, about $123.3 million in cash and new shares. It also agreed to a $20.0 million private placement, with J. Wood Capital Advisors LLC as financial advisor and subscriber. ## Key facts - **Company**: Sarepta Therapeutics, Inc. (NASDAQ: SRPT) - **News type**: Financings - **Primary source**: [Sarepta Therapeutics, Inc. Form 8-K filed August 21, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/873303/000119312525184625/d938350d8k.htm) *Office towers against a dusk sky. CC0, via rawpixel. The picture shows the field, not the companies named.* Sarepta Therapeutics, Inc. (Nasdaq: [SRPT](https://aibio.space/companies/sarepta-therapeutics/)) agreed on August 20, 2025 to exchange about $700.0 million of its 1.25% Convertible Senior Notes due 2027 for new convertible notes due 2030, shares of common stock and cash. The company also agreed to sell about $20.0 million of common stock in a private placement. It described both in a [Form 8-K filed August 21, 2025](https://www.sec.gov/Archives/edgar/data/873303/000119312525184625/d938350d8k.htm). The exchange is expected to close on or about August 28, 2025, subject to customary closing conditions. ## The exchange terms The company signed separate, privately negotiated exchange agreements with certain holders of the existing notes. Each holder gives up its 2027 notes and receives three things. The first is new 4.875% Convertible Senior Notes due September 1, 2030, at $860 of new notes per $1,000 of old principal, which totals about $602.0 million. The second is common shares. The third is about $123.3 million in cash, which is about $176.19 per $1,000 of old principal. The number of shares is set by dividing $110.0 million by the greater of the five-day volume-weighted average price, beginning after the date of the 8-K, and $16.46. The 8-K gives the last reported sale price on August 20, 2025 as $20.58. The new notes' initial conversion price is about $60.00 a share, a conversion premium of about 191.5% over that price. The new notes are senior unsecured obligations that pay cash interest on March 1 and September 1, beginning March 1, 2026. The initial conversion rate is 16.6667 shares per $1,000 principal amount. Before March 1, 2030, holders can convert only in certain circumstances, and Sarepta may settle in cash, shares or both. If a fundamental change occurs, holders may require a cash repurchase at 100% of principal plus any accrued and unpaid special interest. The notes can be redeemed for cash from September 6, 2028, but only if the stock price exceeds 130% of the conversion price for a specified period. ## Who is named The 8-K names U.S. Bank Trust Company, National Association as trustee for the new notes under an indenture expected to be dated on or about August 28, 2025. It names no placement agent or underwriter for the exchange, and it names no counsel to the company or the holders. The $20.0 million private placement was sold under a subscription agreement with J. Wood Capital Advisors LLC, known as JWCA. The shares are priced at the greater of the last reported sale price on August 27, 2025 and $14.41, and the company says the gross proceeds are approximately $20.0 million. JWCA also holds an engagement letter dated August 18, 2025 for financial advisory services. It may take up to 835,765 shares in lieu of a fee. So JWCA is both a buyer and a paid adviser in the same financing. ## Dilution and the cost of the swap The new notes, exchange shares, placement shares and fee shares are being issued under the exemption in Section 4(a)(2). The 8-K says the notes, exchange shares and placement shares go only to institutional accredited investors and qualified institutional buyers. The exchange moves debt from a 1.25% coupon to a 4.875% coupon. The 2024 annual report shows net income of $235.2 million for 2024, yet operating activities still used $205.8 million of cash that year. In 2023 the company had a net loss of $536.0 million, which included a $387.3 million loss on debt extinguishment of its 2024 notes. The 8-K does not give a current cash balance against which to set the $123.3 million cash payment. ## The product base The annual report describes ELEVIDYS as approved for ambulatory patients at least four years old with Duchenne muscular dystrophy and a confirmed mutation in the Duchenne gene. It is also approved for non-ambulatory patients under an accelerated approval pathway. The annual report also lists EXONDYS 51, VYONDYS 53 and AMONDYS 45 among its approved Duchenne products. ## What comes next The exchange is expected to close on or about August 28, 2025, subject to customary closing conditions. The share count for the exchange depends on the five-day averaging period, and the placement price is set from the August 27, 2025 sale price. President and Chief Operating Officer Ian Estepan signed the 8-K. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story SRPT Sarepta Therapeutics, Inc. 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Cite as: aibio.space, "Sarepta agrees to swap about $700.0 million of 2027 convertible notes", 2025-08-21, https://aibio.space/news/sarepta-agrees-swap-about-700-0-million-2027-convertible-notes-sell-20/