Moderna stock falls after $2B convertible notes offering

Moderna Inc (NASDAQ:MRNA) stock prices declined by 5% on Thursday morning after the company disclosed plans to issue $2.0 billion in convertible senior notes due in 2032. The biotech firm intends to sell the notes to qualified institutional buyers under Rule 144A of the Securities Act. These notes will come with an option allowing initial purchasers to buy an additional $300.0 million in notes within a 13-day window following issuance.

The notes will be general senior unsecured obligations without regular interest payments. Upon conversion, Moderna will either pay out or distribute cash, shares of common stock, or a mix of both at their discretion. The company anticipates utilizing the net proceeds for various corporate purposes, such as growth in its oncology business and debt repayment.

A portion of the funds will also go towards privately negotiated capped call transactions to minimize potential dilution to Moderna's common stock upon note conversion. The cap price for these transactions will initially be set at a minimum 150% premium above the last reported sale price of common stock on the pricing date. To hedge against these capped call transactions, Moderna expects option counterparties or their affiliates to purchase shares of the company's common stock and engage in various derivative transactions concurrently or shortly after the note issuance.