Moderna plans $2B convertible notes offering due 2032

Moderna, Inc. (NASDAQ: MRNA) announced a proposed private placement of $2.0 billion in aggregate principal amount of Convertible Senior Notes due 2032, offered exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The company also intends to grant initial purchasers an option to buy up to an additional $300.0 million in notes, exercisable during a 13-day period beginning on the initial issuance date.

The notes will be general senior unsecured obligations carrying no regular interest, with no accretion of principal. Upon conversion, Moderna may settle in cash, common stock, or a combination of both, at the company's discretion. Final terms, including the initial conversion rate, will be set at pricing.

Moderna said it plans to use net proceeds to cover the cost of capped call transactions and for general corporate purposes, which may include investment in its oncology business and repayment of debt.

In connection with the offering, Moderna expects to enter into capped call transactions designed to reduce potential dilution to common stockholders upon note conversion. The cap price is anticipated to represent a premium of at least 150% over the last reported sale price of Moderna's common stock on the pricing date.

Moderna noted that hedging activity by option counterparties could influence the market price of its common stock or the notes around the time of pricing and potentially thereafter through the notes' maturity.

The notes and any shares issuable upon conversion have not been registered under the Securities Act or any state or foreign securities laws and may not be offered or sold in the United States without registration or an applicable exemption.

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