Insmed to Acquire Gene Therapy Co., Secures $1B Loan

TL;DR

Insmed buying gene therapy biz, raising $1B debt to fund it. Q3 close.

AI Summary

Insmed Incorporated announced on May 29, 2024, that it has entered into a definitive agreement to acquire a gene therapy company, pending customary closing conditions. The acquisition is expected to close in the third quarter of 2024 and will be funded through a combination of cash on hand and a new $1.0 billion senior secured term loan facility. This strategic move aims to expand Insmed's pipeline in rare diseases.

Why It Matters

This acquisition signals Insmed's strategic expansion into gene therapy, potentially diversifying its revenue streams and strengthening its position in the rare disease market.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, and the success of integrating the new gene therapy assets carries inherent risks.

Key Numbers

• $1.0 billion — Senior Secured Term Loan Facility (Funding for the acquisition)
• Q3 2024 — Expected Closing Quarter (Anticipated completion of the acquisition)

Key Players & Entities

• Insmed Incorporated (company) — Registrant
• Virginia (jurisdiction) — State of incorporation
• 54-1972729 (identification_number) — IRS Employer Identification No.
• 700 US Highway 202/206 Bridgewater, New Jersey 08807 (address) — Principal executive offices
• 908-977-9900 (phone_number) — Registrant's telephone number
• $1.0 billion (dollar_amount) — Senior secured term loan facility

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share INSM Nasdaq Global Select
• $49.1825 — erwriting discounts and commissions, of $49.1825 per share, resulting in net proceeds to
• $713.9 million — payable by the Company of approximately $713.9 million. The offering of the Shares (the "Offe

Filing Documents

• ny20029730x2_8k.htm (8-K) — 29KB
• ny20029730x2_ex1-1.htm (EX-1.1) — 200KB
• ny20029730x2_ex5-1.htm (EX-5.1) — 16KB
• ny20029730x2_ex99-1.htm (EX-99.1) — 20KB
• ny20029730x2_ex99-2.htm (EX-99.2) — 21KB
• ny20029730x2_ex5-1img01.jpg (GRAPHIC) — 25KB
• ny20029730x2_ex99-1img01.jpg (GRAPHIC) — 223KB
• 0001140361-24-028205.txt ( ) — 833KB
• insm-20240529.xsd (EX-101.SCH) — 4KB
• insm-20240529_lab.xml (EX-101.LAB) — 21KB
• insm-20240529_pre.xml (EX-101.PRE) — 16KB
• ny20029730x2_8k_htm.xml (XML) — 4KB

01 — Other Events

ITEM 8.01 — Other Events. On May 29, 2024, Insmed Incorporated (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and Leerink Partners LLC as representatives of the several underwriters (the "Underwriters"), pursuant to which, subject to satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, 12,621,359 shares (the "Firm Shares") of the common stock, par value $0.01 per share, of the Company (the "Common Stock"). The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,893,203 shares of Common Stock (together with the Firm Shares, the "Shares"), which the Underwriters exercised in full on May 30, 2024. The Underwriters will purchase the Shares from the Company at a price, after underwriting discounts and commissions, of $49.1825 per share, resulting in net proceeds to the Company before other estimated offering expenses payable by the Company of approximately $713.9 million. The offering of the Shares (the "Offering") is being made pursuant to the Company's shelf registration statement on Form S-3 (Registration Statement No. 333-272088) that became automatically effective upon filing with the Securities and Exchange Commission (the "SEC") on May 19, 2023, which includes a base prospectus dated May 19, 2023 (the "Registration Statement"), as supplemented by a preliminary prospectus supplement filed with the SEC on May 29, 2024, and a final prospectus supplement dated May 29, 2024 and filed with the SEC on May 30, 2024. The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company, the Registration Statement and the Offering. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"

01 — Regulation FD Disclosure

ITEM 7.01 — Regulation FD Disclosure. On May 28, 2024, the Company issued a press release announcing the commencement of the Offering. On May 30, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 - Financial Statements and Exhibits

ITEM 9.01 - Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated May 29, 2024, by and among Insmed Incorporated, Goldman Sachs & Co. LLC and Leerink Partners LLC., as representatives of the several underwriters named therein. 5.1 Opinion of Hunton Andrews Kurth LLP related to the Shares. 23.1 Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1). 99.1 Press release issued by Insmed Incorporated on May 28, 2024. 99.2 Press release issued by Insmed Incorporated on May 30, 2024. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 30, 2024 INSMED INCORPORATED By: /s/ Michael A. Smith Name: Michael A. Smith Title: Chief Legal Officer and Corporate Secretary