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Alnylam Announces Pricing Of $900 Mln Convertible Senior Notes Offering

Alnylam Pharmaceuticals, Inc. (ALNY), a RNAi therapeutics company, on Tuesday announced the pricing of its previously announced private offering of $900 million of 1 percent convertible senior notes due 2027.

The initial conversion rate of 3.4941 shares of common stock per $1,000 principal amount of the notes, represents an initial conversion price of approximately $286.20 per share. The price is at a 35 percent premium above the last reported sale price of $212.00 per share on The Nasdaq Global Select Market on September 12.

The offering is expected to close on September 15. Alnylam has granted the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $135.0 million.

Alnylam estimates the net proceeds from the offering to be approximately $883.2 million (or approximately $1,015.8 million if the initial purchasers exercise their option to purchase additional notes in full).

The company intends to use approximately $103.1 million of the net proceeds (or more if the initial purchasers exercise their option to purchase additional notes) to pay the cost of capped call transactions. Alnylam also intends to use approximately $762.0 million to repay borrowings and accrued and unpaid interest, and to pay the prepayment premium, under and terminate its current credit agreement, and the remainder of the net proceeds for general corporate purposes.

The notes would be senior, and unsecured obligations of Alnylam and would accrue interest at a rate of 1 percent per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2023.

In connection with the pricing of the notes, Alnylam entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The cap price of the capped call transactions will initially be $424.00 per share of Alnylam's common stock, which represents a premium of 100% over the last reported sale price of Alnylam's common stock on The Nasdaq Global Select Market on September 12, 2022.

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