Item 1.01 Entry into a Material Definitive Agreement.
On October 10, 2017, Hologic, Inc. (Hologic or the Company) completed a private placement of $350 million aggregate principal
amount of its 4.375% Senior Notes due 2025 (the 2025 Notes) at an offering price of 100% of the aggregate principal amount of the 2025 Notes. The 2025 Notes were not registered under the Securities Act of 1933, as amended (the
Securities Act), or any state securities laws, and were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities
Act. The 2025 Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain domestic subsidiaries of Hologic (the Guarantors).
The 2025 Notes were issued pursuant to an indenture (the Indenture), dated as of October 10, 2017, among the Company, the Guarantors and
Wells Fargo Bank, National Association, as trustee. The 2025 Notes mature on October 15, 2025 and bear interest at the rate of 4.375% per year, payable semi-annually on April 15 and October 15 of each year, commencing on
April 15, 2018.
The Indenture contains covenants which limit, among other things, the ability of the Company and the Guarantors to create liens and
engage in certain sale and leaseback transactions. These covenants are subject to a number of important exceptions and qualifications.
The Company may
redeem the 2025 Notes at any time prior to October 15, 2020 at a price equal to 100% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium set forth in the Indenture.
The Company may also redeem up to 35% of the aggregate principal amount of the 2025 Notes with the net cash proceeds of certain equity offerings at any time and from time to time before October 15, 2020, at a redemption price equal to 104.375%
of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date. On or after October 15, 2020, the Company may redeem the 2025 Notes at redemption prices set forth in the Indenture, plus accrued
and unpaid interest, if any, to the redemption date. In addition, if the Company undergoes a change of control coupled with a decline in ratings, as provided in the Indenture, the Company will be required to make an offer to purchase each
holders 2025 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
The
Indenture also contains certain customary events of default, including among others, failure to pay interest on the 2025 Notes that continues for a period of 30 days after payment is due, failure to pay the principal of, or premium, if any, on the
2025 Notes when due upon maturity, redemption, required repurchase, acceleration or otherwise, failure to comply with certain covenants and agreements, and certain events of bankruptcy or insolvency. An event of default under the Indenture will
allow the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding 2025 Notes to declare to be immediately due and payable the principal amount of all such 2025 Notes then outstanding, plus accrued but unpaid
interest to the date of acceleration, or in the case of events of default involving bankruptcy or insolvency, such principal amount plus interest of all the 2025 Notes shall become automatically due and payable immediately without any further action
or notice.
As previously disclosed, Hologic intends to use the net proceeds of the 2025 Notes, plus available cash, to repurchase all of its outstanding
convertible notes in privately negotiated transactions, through one or more tender offers, by exercise of its redemption rights, through a holders exercise of its put rights, or by making a cash settlement election upon conversion. The
Companys election to redeem or repurchase the convertible notes, and/or make an all cash settlement election on conversion of the convertible notes will be
in the Companys sole discretion, based upon existing market and business conditions at the time of such determination. Pending application of the net proceeds, the Company may use the net
proceeds to repay a portion of the outstanding amounts borrowed under its revolver (which the Company intends to re-borrow to make repurchases or cash settlements as described above) and the Company may invest the net proceeds in short-term
securities. Net proceeds may also be used for working capital and for other general corporate purposes.
The description above is a summary of the terms
of the 2025 Notes and the Indenture. This description does not purport to be complete and it is qualified in its entirety by reference to the documents themselves. A copy of the Indenture (including the forms of 2025 Notes) is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.