On February 24, 2020 Exact Sciences Corporation (NASDAQ: EXAS) (the "Company") reported that it has priced its underwritten public offering of 0.3750% convertible senior notes due 2028 (the "Notes") and upsized the offering from $850 million to $1.0 billion aggregate principal amount (Press release, Exact Sciences, FEB 24, 2020, View Source;301010365.html [SID1234554684]). The Company has granted the underwriter a 30-day option to purchase up to an additional $150.0 million aggregate principal amount of the Notes solely to cover over-allotments, if any.
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The Notes will be senior unsecured obligations of the Company and will bear interest at a rate of 0.3750% per annum. Interest on the Notes will be payable semi-annually in arrears on March 1 and September 1 of each year, beginning September 1, 2020. The Notes will be convertible into cash, shares of the Company’s common stock (and, if applicable, cash in lieu of any fractional share), or a combination thereof, at the Company’s election. The initial conversion rate will be 8.2076 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $121.84 per share. The Notes will mature on March 1, 2028, unless earlier converted or repurchased in accordance with their terms prior to such date, and may not be redeemed by the Company prior to maturity. Prior to September 1, 2027, the 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 offering is expected to close on February 27, 2020, subject to customary closing conditions. The Company intends to use the net proceeds of this offering for general corporate purposes, which may include the repayment of debt, working capital and possible acquisitions. In addition, the Company expects to use approximately $150 million of the net proceeds to repurchase a portion of its existing 1% convertible senior notes due 2025.
BofA Securities is acting as the sole book-running manager for the Notes offering.
An automatically effective shelf registration statement relating to the Notes was filed with the SEC on June 6, 2017. A copy of the prospectus supplement and prospectus relating to the Notes offering may be obtained free of charge on the SEC’s website at View Source or by sending a request to BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department (or by e-mail at [email protected]).
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. The offering of the Notes will be made only by means of the prospectus and related prospectus supplement.