Guardant Health, Inc. Announces Proposed Convertible Senior Notes Offering
November 16 2020 - 6:47AM
Business Wire
Guardant Health, Inc. (Nasdaq: GH) today announced its intention
to offer, subject to market and other conditions, $1,000,000,000
aggregate principal amount of convertible senior notes due 2027
(the “notes”) in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). Guardant Health also expects to
grant the initial purchasers of the notes an option to purchase,
for settlement within a period of 13 days from, and including, the
date notes are first issued, up to an additional $150,000,000
principal amount of notes.
The notes will be senior, unsecured obligations of Guardant
Health, will accrue interest payable semi-annually in arrears and
will mature on November 15, 2027, unless earlier repurchased,
redeemed or converted. Noteholders will have the right to convert
their notes in certain circumstances and during specified periods.
Guardant Health will settle conversions by paying or delivering, as
applicable, cash, shares of its common stock or a combination of
cash and shares of its common stock, at Guardant Health’s election.
The notes will be redeemable, in whole or in part, for cash at
Guardant Health’s option at any time, and from time to time, on or
after November 20, 2024 and on or before the 25th scheduled trading
day immediately before the maturity date, but only if the last
reported sale price per share of Guardant Health’s common stock
exceeds 130% of the conversion price for a specified period of
time. The interest rate, initial conversion rate and other terms of
the notes will be determined at the pricing of the offering.
Guardant Health intends to use a portion of the net proceeds
from the offering to fund the cost of entering into the capped call
transactions described below. Guardant Health intends to use the
remainder of the net proceeds from the offering for general
corporate purposes and working capital, including increasing
investment in research and development and sales and marketing
activities to expand its business, as well as general and
administrative matters. Guardant Health may also use a portion of
the net proceeds to acquire complementary products, technologies,
intellectual property or businesses as part of its growth strategy;
however, Guardant Health currently does not have any agreements or
commitments to complete any such transactions and is not involved
in negotiations regarding such transactions. If the initial
purchasers exercise their option to purchase additional notes, then
Guardant Health intends to use a portion of the additional net
proceeds to fund the cost of entering into additional capped call
transactions as described below.
In connection with the pricing of the notes, Guardant Health
expects to enter into privately negotiated capped call transactions
with one or more of the initial purchasers and/or their respective
affiliates and/or other financial institutions (the “option
counterparties”). The capped call transactions will cover, subject
to customary adjustments, the number of shares of common stock
initially underlying the notes. The capped call transactions are
expected generally to reduce potential dilution to Guardant
Health’s common stock upon conversion of the notes or at Guardant
Health’s election (subject to certain conditions) offset any cash
payments Guardant Health is required to make in excess of the
aggregate principal amount of converted notes, as the case may be,
with such reduction or offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties or their
respective affiliates expect to purchase shares of Guardant
Health’s common stock and/or enter into various derivative
transactions with respect to Guardant Health’s common stock
concurrently with or shortly after the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Guardant Health’s common stock or the notes at that
time. In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Guardant Health’s
common stock and/or purchasing or selling Guardant Health’s common
stock or other securities issued by Guardant Health in secondary
market transactions following the pricing of the notes and prior to
the maturity of the notes (and are likely to do so on each exercise
date of the capped call transactions, which are expected to occur
during the 25 trading day period beginning on the 26th scheduled
trading day prior to the maturity date of the notes, or following
any termination of any portion of the capped call transactions in
connection with any repurchase, redemption or early conversion of
the notes). This activity could also cause or avoid an increase or
a decrease in the market price of Guardant Health’s common stock or
the notes, which could affect a noteholder’s ability to convert the
notes and, to the extent the activity occurs during any observation
period related to a conversion of the notes, it could affect the
number of shares and value of the consideration that a noteholder
will receive upon conversion of the notes.
In addition, if any such capped call transaction fails to become
effective, whether or not this offering of the notes is completed,
the option counterparty party thereto may unwind its hedge
positions with respect to Guardant Health’s common stock, which
could adversely affect the value of Guardant Health’s common stock
and, if the notes have been issued, the value of the notes.
The offer and sale of the notes and any shares of common stock
issuable upon conversion of the notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the notes or any shares of common
stock issuable upon conversion of the notes, nor will there be any
sale of the notes or any such shares, in any state or other
jurisdiction in which such offer, sale or solicitation would be
unlawful.
About Guardant Health
Guardant Health is a leading precision oncology company focused
on helping conquer cancer globally through use of its proprietary
blood tests, vast data sets and advanced analytics. The Guardant
Health Oncology Platform leverages capabilities to drive commercial
adoption, improve patient clinical outcomes and lower healthcare
costs across all stages of the cancer care continuum. Guardant
Health has launched liquid biopsy-based Guardant360®, Guardant360
CDx and GuardantOMNI® tests for advanced stage cancer patients.
These tests fuel development of its LUNAR program, which aims to
address the needs of early stage cancer patients with neoadjuvant
and adjuvant treatment selection, cancer survivors with
surveillance, asymptomatic individuals eligible for cancer
screening and individuals at a higher risk for developing cancer
with early detection.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion, timing and size of
the proposed offering, the intended use of the proceeds, the terms
of the notes being offered, the anticipated terms of, and the
effects of entering into, the capped call transactions described
above and the actions of the option counterparties and their
respective affiliates. Forward-looking statements represent
Guardant Health’s current expectations regarding future events and
are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertainties are
market conditions, including market interest rates, the trading
price and volatility of Guardant Health’s common stock and risks
relating to Guardant Health’s business, including those described
in periodic reports that Guardant Health files from time to time
with the SEC. Guardant Health may not consummate the proposed
offering described in this press release and, if the proposed
offering is consummated, cannot provide any assurances regarding
the final terms of the offer or the notes or its ability to
effectively apply the net proceeds as described above. The
forward-looking statements included in this press release speak
only as of the date of this press release, and Guardant Health does
not undertake to update the statements included in this press
release for subsequent developments, except as may be required by
law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201116005601/en/
Investor Contact: Carrie Mendivil
investors@guardanthealth.com
Media Contact: Anna Czene press@guardanthealth.com
Guardant Health (NASDAQ:GH)
Historical Stock Chart
From Aug 2024 to Sep 2024
Guardant Health (NASDAQ:GH)
Historical Stock Chart
From Sep 2023 to Sep 2024