Halozyme Therapeutics, Inc. Announces Pricing of Private Offering of $650 Million of Convertible Senior Notes due 2031 and $650 Million of Convertible Senior Notes due 2032
Rhea-AI Summary
Halozyme (NASDAQ: HALO) priced two convertible note offerings: $650 million 0% notes due Feb 15, 2031 (2031 Notes) and $650 million 0.875% notes due Nov 15, 2032 (2032 Notes), with initial purchaser options of up to an additional $100 million for each series. Each series has an initial conversion rate equal to approximately $87.20 per share (about a 27.5% premium to the $68.39 close on Nov 6, 2025). Net proceeds are expected to be approximately $1.274 billion (or ~$1.47 billion if options exercised). The company expects to use about $182.7 million to fund capped call transactions and about $1.020 billion to repurchase outstanding 2027 and 2028 convertible notes, with an expected closing on Nov 12, 2025.
Positive
- Proceeds of approximately $1.274 billion
- Debt replacement funding: ~$1.020 billion for repurchasing existing convertible notes
- Conversion premium of ~27.5% (initial conversion price ~$87.20)
- Capped call cover purchased to limit dilution (cap price initially $136.78)
Negative
- New debt total up to $1.3 billion per series (aggregate $1.3B before option exercise) increases leverage
- Potential dilution remains if stock > cap price ($136.78) — capped calls won’t fully offset dilution above cap
- Market volatility risk from hedging and note repurchases could affect stock price around pricing
- Interest cash outflow on 2032 Notes at 0.875% and potential cash repurchases create near-term cash demands
News Market Reaction – HALO
In the Nov 7 session, HALO declined 0.22%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
The 2031 Notes will be senior, unsecured obligations of the Company. The 2031 Notes will not bear regular interest, and the principal amount of the 2031 Notes will not accrete. The 2032 Notes will be senior, unsecured obligations of the Company and will accrue interest payable semi-annually in arrears at an annual rate of
In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions relating to each series of Convertible Notes with one or more financial institutions, which may include one or more of the initial purchasers of the Convertible Notes and/or their respective affiliates (collectively, the "Capped Call Counterparties"). The capped call transactions relating to the 2031 Notes initially cover, subject to customary adjustments, the number of shares of the Company's common stock that will initially underlie the 2031 Notes, and the capped call transactions relating to the 2032 Notes initially cover, subject to customary adjustments, the number of shares of the Company's common stock that will initially underlie the 2032 Notes. The cap price of the capped call transactions relating to the 2031 Notes is initially
The Company will receive net proceeds from the offering of approximately
The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions, and, potentially, future note repurchases including repurchases of the Existing Convertible Notes from time to time following the offering or for the repayment of the Notes at maturity. If the initial purchasers exercise their option to purchase additional notes, the Company intends to use a portion of the net proceeds from the sale of additional notes to fund the cost of entering into additional capped call transactions.
The Note Repurchases could increase (or reduce the size of any decrease in) the market price of the Company's common stock or the Convertible Notes. The Company also expects that some existing noteholders may purchase or sell shares of the Company's common stock in the market to hedge their exposure in connection with these transactions. The Note Repurchases and any associated hedging by holders could have affected or affect the market price of the Company's common stock prior to, concurrently with or shortly after the pricing of the Convertible Notes, and could have also resulted in a higher effective conversion price for the Convertible Notes.
The capped call transactions relating to each series of Convertible Notes are generally expected to reduce the potential dilution to the Company's common stock upon conversion of the relevant series of Convertible Notes and/or offset the amount of any potential cash payments the Company may be required to make in excess of the principal amount of converted Convertible Notes of such series, as the case may be, in the event that the market price per share of the Company's common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. If, however, the market price per share of the Company's common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
The Company has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company's common stock and/or purchase shares of the Company's common stock concurrently with or shortly after the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company's common stock or the Convertible Notes at that time.
In addition, the Company has been advised that the Capped Call Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company's common stock and/or purchasing or selling the Company's common stock or selling the Company's common stock or other securities of the Company in secondary market transactions following the pricing of the Convertible Notes and from time to time prior to the maturity of the Convertible Notes (and (x) are likely to do so during any observation period related to a conversion of the Convertible Notes, following any redemption of the Convertible Notes by the Company, or following any repurchase of the Convertible Notes by the Company in connection with any fundamental change and (y) are likely to do so following any repurchase of Convertible Notes by the Company other than in connection with any such redemption or any fundamental change if the Company elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or decrease in the market price of the Company's common stock or the Convertible Notes, which could affect a holder's ability to convert its Convertible Notes and, to the extent the activity occurs during any observation period related to a conversion of a series of Convertible Notes, it could affect the number of shares of the Company's common stock and value of the consideration that a holder will receive upon conversion of its Convertible Notes.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of the Company's common stock issuable upon conversion of the Convertible Notes, if any, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offer of these securities will be made only by means of a private offering memorandum.
The offer and sale of the Convertible Notes and the shares of the Company's common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in
Forward-looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, regarding the planned offering. Words such as "anticipates," "estimates," "expects," "projects," "forecasts," "intends," "plans," "will," "believes" and words and terms of similar substance used in connection with any discussion identify forward-looking statements. These forward-looking statements are based on management's current expectations and beliefs about future events and are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, the Company is under no obligation to, and expressly disclaims any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. With respect to the planned offering, such uncertainties and circumstances include whether the Company will consummate the offering and the use of the net proceeds from the offering. Various factors could also adversely affect the Company's operations, business or financial results in the future and cause the Company's actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the "Risk Factors" sections contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, which are filed with the Securities and Exchange Commission.
About Halozyme
Halozyme is a biopharmaceutical company advancing disruptive solutions to improve patient experiences and outcomes for emerging and established therapies. As the innovators of ENHANZE® drug delivery technology with the proprietary enzyme rHuPH20, Halozyme's commercially-validated solution is used to facilitate the subcutaneous delivery of injected drugs and fluids, with the goal of improving the patient experience with rapid subcutaneous delivery and reduced treatment burden. Having touched one million patient lives in post-marketing use in ten commercialized products in at least one major region and across more than 100 global markets, Halozyme has licensed its ENHANZE® technology to leading pharmaceutical and biotechnology companies including Roche, Takeda, Pfizer, Janssen, AbbVie, Eli Lilly, Bristol-Myers Squibb, argenx, ViiV Healthcare, Chugai Pharmaceutical and Acumen Pharmaceuticals.
Halozyme also develops, manufactures and commercializes, for itself or with partners, drug-device combination products using its advanced auto-injector technologies that are designed to provide commercial or functional advantages such as improved convenience, reliability and tolerability, and enhanced patient comfort and adherence. The Company has two commercial proprietary products, Hylenex® and XYOSTED®, partnered commercial products and ongoing product development programs with Teva Pharmaceuticals and McDermott Laboratories Limited, an affiliate of Viatris Inc.
Halozyme is headquartered in
Contacts
Tram Bui
VP, Investor Relations and Corporate Communications
609-333-7668
tbui@halozyme.com
Sydney Charlton
Teneo
917-972-8407
sydney.charlton@teneo.com
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SOURCE Halozyme Therapeutics, Inc.