Alnylam Pharmaceuticals Inc. (ALNY) announced that it has commenced a private offering of $500 million aggregate principal amount of convertible senior notes due 2028. In connection with this offering, Alnylam expects to grant 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 $75 million aggregate principal amount of the notes.
The notes will be senior, unsecured obligations of Alnylam, will accrue interest payable semi-annually in arrears and will mature on September 15, 2028, unless earlier converted, redeemed or repurchased.
In connection with the pricing of the notes, Alnylam expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates or other financial institutions. The capped call transactions are expected generally to reduce potential dilution to Alnylam's common stock upon conversion of any notes and/or offset any potential cash payments Alnylam is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
Alnylam said it intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Alnylam expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions.
In addition, Alnylam intends to use all or a portion of the remaining net proceeds from the offering, together with cash on hand, to repurchase a portion of Alnylam's 1.00% convertible senior notes due 2027 through privately negotiated transactions entered into concurrently with the pricing of the notes, and the remainder of the net proceeds, if any, for general corporate purposes.
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