Exact Sciences Announces Debt Exchange Transaction and Private Placement of Convertible Senior Notes
April 11 2024 - 6:00AM
Business Wire
Exact Sciences Corp. (Nasdaq: EXAS) (the “Company”), a leading
provider of cancer screening and diagnostic tests, today announced
that on April 10, 2024 it entered into privately negotiated
exchange and purchase agreements (the “Agreements”) with certain
holders of the Company’s 0.3750% Convertible Senior Notes due 2028
(the “Existing Notes”). Pursuant to the Agreements, the Company has
agreed to issue to the holders $620.7 million aggregate principal
amount of a new series of 1.75% Convertible Senior Notes due 2031
(the “New Notes”) in exchange for (i) the retirement of $359.7
million aggregate principal amount of the holders’ Existing Notes,
and (ii) payment to the Company of approximately $266.8 million in
cash. The closing of the transaction is expected to occur on April
17, 2024, subject to customary closing conditions.
The New Notes will mature on April 15, 2031 (the “Maturity
Date”), unless earlier repurchased, redeemed or converted. The New
Notes are senior unsecured obligations of the Company and bear
interest at a rate of 1.75% per year, payable semi-annually in
arrears on October 15 and April 15 of each year, beginning on
October 15, 2024.
Prior to October 15, 2030, the New Notes will be convertible
only upon the occurrence of certain events and during certain
periods, and thereafter, until the close of business on the second
scheduled trading day immediately preceding the Maturity Date. The
New Notes will be convertible into cash, shares of the Company’s
common stock (plus, if applicable, cash in lieu of any fractional
share), or a combination of cash and shares of the Company’s common
stock, at the Company’s election.
On or after April 17, 2029, the Company may redeem all or any
portion of the New Notes at 100% of the principal amount plus
accrued and unpaid interest if the last reported sale price of
Common Stock has been at least 130% of the conversion price for a
specified period of time.
If a “fundamental change” occurs prior to the Maturity Date,
subject to certain conditions, holders may require the Company to
repurchase for cash all or any portion of their New Notes at a
repurchase price equal to 100% of the principal amount of the New
Notes to be repurchased plus accrued and unpaid interest, if any,
to, but excluding, the fundamental change repurchase date.
The conversion rate for the New Notes is initially 10.0644
shares per $1,000 principal amount of New Notes, which is
equivalent to an initial conversion price of approximately $99.36
per share of common stock representing a conversion premium of 35%
over the last reported sale price of $73.60 per share of the
Company’s common stock on the Nasdaq Stock Market on April 10,
2024. The conversion rate is subject to adjustment upon the
occurrence of certain specified events but will not be adjusted for
accrued and unpaid interest. In addition, holders of the New Notes
who convert their New Notes in connection with a “make-whole
fundamental change” or redemption, will, under certain
circumstances, be entitled to an increase in the conversion
rate.
XMS Capital Partners LLC acted as sole placement agent for the
transaction.
K&L Gates LLP represented Exact Sciences Corporation and
Kramer Levin Naftalis & Frankel LLP represented the placement
agent in the transaction.
The offer and sale of the New Notes and any shares of common
stock issuable upon conversion of the New Notes have not been
registered under the Securities Act of 1933 or any other securities
laws, and the New 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 shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such state.
About Exact Sciences Corp.
A leading provider of cancer screening and diagnostic tests,
Exact Sciences gives patients and health care professionals the
clarity needed to take life-changing action earlier. Building on
the success of the Cologuard® and Oncotype® tests, Exact Sciences
is investing in its pipeline to develop innovative solutions for
use before, during, and after a cancer diagnosis. For more
information, visit ExactSciences.com, follow Exact Sciences on X
(formerly known as Twitter) @ExactSciences, or find Exact Sciences
on LinkedIn and Facebook.
Forward-Looking Statements
Certain statements made in this news release contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended, that are intended
to be covered by the “safe harbor” created by those sections.
Forward-looking statements, which are based on certain assumptions
and describe the Company's future plans, strategies and
expectations, can generally be identified by the use of
forward-looking terms such as “believe,” “expect,” “may,” “will,”
“should,” “could,” “seek,” “intend,” “plan,” “estimate,”
“anticipate,” or other comparable terms. Forward-looking statements
in this news release may address the following subjects among
others: the closing of the transaction and the anticipated net
proceeds from the transaction. Forward-looking statements involve
inherent risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements as a
result of various factors including those risks and uncertainties
described in the Risk Factors and in Management's Discussion and
Analysis of Financial Condition and Results of Operations section
of the Company's most recently filed Annual Report on Form 10-K.
The Company urges you to consider those risks and uncertainties in
evaluating the Company's forward-looking statements. The Company
cautions readers not to place undue reliance upon any such
forward-looking statements, which speak only as of the date made.
Except as otherwise required by the federal securities laws, the
Company disclaims any obligation or undertaking to publicly release
any updates or revisions to any forward-looking statement contained
herein (or elsewhere) to reflect any change in the Company's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
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version on businesswire.com: https://www.businesswire.com/news/home/20240411503635/en/
Investor Contact: Nathan Harrill Exact Sciences Corp.
nharrill@exactsciences.com 608-535-8659
Media Contact: Morry Smulevitz Exact Sciences Corp.
msmulevitz@exactsciences.com 608-345-8010
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