REGENERON PHARMACEUTICALS,INC. (NASDAQ:REGN) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of a Material Definitive Agreement.
Termination of Warrant Agreement with Morgan Stanley & Co. International plc
On November 18, 2016, Regeneron Pharmaceuticals, Inc. (“Regeneron” or the “Company”) entered into a Termination Agreement (the “Morgan Stanley Termination Agreement”) relating to the Master Terms and Conditions for Warrants, dated as of October 18, 2011, as supplemented by a confirmation dated October 18, 2011 and as amended by the Amendment dated May 16, 2014 and the Second Amendment dated August 5, 2016 (as so supplemented and amended, the “Morgan Stanley Warrant Agreement”), with Morgan Stanley & Co. International plc (“Morgan Stanley”). The Morgan Stanley Warrant Agreement governed the remaining outstanding warrants issued by the Company to Morgan Stanley 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 Morgan Stanley Termination Agreement, the remaining number of warrants held by Morgan Stanley has been reduced to zero and the Morgan Stanley Warrant Agreement has been terminated effective upon the payment by the Company to Morgan Stanley of an aggregate amount of $33.5 million.
The Morgan Stanley Termination Agreement contains customary representations and warranties of the Company and Morgan Stanley, respectively.
The foregoing description of the Morgan Stanley Termination Agreement is qualified in its entirety by reference to the full text of the Morgan Stanley Termination Agreement, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to Regeneron’s Annual Report on Form 10-K for the year ending December 31, 2016 (the “2016 Form 10-K”).
Termination of Warrant Agreement with Goldman, Sachs & Co.
On November 21, 2016, the Company entered into a Termination Agreement (the “Goldman Sachs Termination Agreement”) relating to the Master Terms and Conditions for Warrants, dated as of October 18, 2011, as supplemented by a confirmation dated October 18, 2011 and as amended by the Amendment dated May 15, 2014, the Second Amendment dated November 25, 2014, and the Third Amendment dated February 27, 2015 (as so supplemented and amended, the “Goldman Sachs Warrant Agreement”), with Goldman, Sachs & Co. (“Goldman Sachs”). The Goldman Sachs Warrant Agreement governed the remaining outstanding warrants issued by the Company to Goldman Sachs 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 Goldman Sachs Termination Agreement, the remaining number of warrants held by Goldman Sachs has been reduced to zero and the Goldman Sachs Warrant Agreement has been terminated effective upon the payment by the Company to Goldman Sachs of an aggregate amount of $176.2 million.
The Goldman Sachs Termination Agreement contains customary representations and warranties of the Company and Goldman Sachs, respectively.
The foregoing description of the Goldman Sachs Termination Agreement is qualified in its entirety by reference to the full text of the Goldman Sachs Termination Agreement, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the 2016 Form 10-K.
