Ionis Prices Convertible Notes Offering to Refinance 2026 Convertible Notes

Core Viewpoint - Ionis Pharmaceuticals is pricing a $700 million offering of 0.00% Convertible Senior Notes due 2030 to refinance its existing 2026 Convertible Notes, with proceeds aimed at repurchasing or repaying the 2026 notes before maturity [1][4]. Summary by Sections Offering Details - The offering consists of $700 million aggregate principal amount of Convertible Senior Notes due 2030, with an option for initial purchasers to buy an additional $70 million [1][3]. - The expected closing date for the sale of the notes is November 17, 2025, subject to customary closing conditions [1]. Financial Proceeds - Ionis estimates net proceeds from the offering to be approximately $682.8 million, or $751.2 million if the additional notes option is fully exercised [3]. - Approximately $267.6 million of the net proceeds will be used to repurchase $200 million of the 2026 Convertible Notes [4]. Conversion and Redemption Terms - The notes will not bear regular interest and will mature on December 1, 2030, unless converted, redeemed, or repurchased earlier [2]. - Holders can convert their notes under specific conditions before September 1, 2030, and at any time thereafter until maturity [5]. - The initial conversion rate is set at 10.1932 shares per $1,000 principal amount, equating to an initial conversion price of approximately $98.10 per share, representing a 35% premium over the last reported sale price of $72.67 [5]. Repurchase Transactions - Concurrently, Ionis is engaging in transactions to repurchase $200 million of the 2026 notes, which are not contingent upon the new offering [8]. - Hedged holders of the 2026 notes may unwind their hedge positions, potentially impacting the market price of Ionis' common stock [9]. Additional Information - The notes and any shares issued upon conversion have not been registered under the Securities Act and may not be offered or sold in the U.S. without registration or an exemption [10]. - Ionis has a history of innovation in RNA-targeted medicines and continues to advance its pipeline in various therapeutic areas [12].