On March 5, 2019 Exact Sciences Corporation (NASDAQ: EXAS) (the "Company") reported an underwritten public offering of $600 million aggregate principal amount of convertible senior notes due 2027 (the "Notes") pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC") on Form S-3 (Press release, Exact Sciences, MAR 8, 2019, View Source [SID1234534174]). The Company has also granted the underwriter a 30-day option to purchase up to an additional $90.0 million aggregate principal amount of the Notes. Concurrently with this offering, in separate transactions, the Company also expects to enter into agreements with certain holders of its 1.0% Convertible Senior Notes due in January 2025 (the "2025 Notes") to exchange an aggregate of approximately 50% of the outstanding principal amount of such notes for consideration consisting of cash, shares of the Company’s common stock or a combination thereof. The terms of such agreements will be individually negotiated and will depend on the market price of the Company’s common stock and the trading price of the 2025 Notes at the time such agreements are entered into. The cash portion of such consideration will be funded from a portion of the net proceeds from this offering. The Company may also exchange or induce conversions of the 2025 Notes following completion of this offering and may fund such exchanges or conversions with the proceeds of this offering. The Company intends to use the remaining net proceeds of this offering for general corporate and working capital purposes. 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.
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BofA Merrill Lynch is acting as 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. The offering of the Notes will be made only by means of the prospectus and related prospectus supplement, which have been or will be filed with the SEC. 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 Merrill Lynch, 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.