REGENERON PHARMACEUTICALS, INC. (REGN) Files An 8-K Entry into a Material Definitive Agreement

REGENERON PHARMACEUTICALS, INC. (REGN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On November 7, 2016, Regeneron Pharmaceuticals, Inc. (“Regeneron” or the “Company”) entered into the Third Amendment (the “Third Amendment”) to the Master Terms and Conditions for Warrants, dated as of October 18, 2011 (the “Master Terms”), as supplemented by a confirmation dated October 18, 2011 (the “Confirmation”) and as amended by the Amendment dated May 13, 2014 (the “First Amendment”) and the Second Amendment dated February 22, 2016 (the “Second Amendment”), with Citibank, N.A. (“Citi”). The Master Terms, as supplemented by the Confirmation and amended by the First Amendment and the Second Amendment, are referred to below as the “Warrant Agreement” and, as further amended by the Third Amendment, as the “Amended Warrant Agreement.” The Warrant Agreement governed the remaining outstanding warrants issued by the Company to Citi in 2011 in connection with the issuance of Regeneron’s 1.875% convertible senior notes (which matured on October 1, 2016 and are no longer outstanding) and the related hedging transactions.

to the Third Amendment, the number of warrants held by Citi has been reduced by 381,293, or 63.1%, resulting in 223,373 warrants being held by Citi in accordance with the Amended Warrant Agreement. The aggregate amount paid or payable by the Company to Citi in consideration of entering into the Third Amendment is $103.8 million.

The Third Amendment contains customary representations and warranties of the Company and Citi, respectively.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2016.



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