Exact Sciences Announces Debt Exchange Transaction and Private Placement of Convertible Senior Notes

Rhea-AI Summary

Exact Sciences Corp. announced a $620.7 million exchange of Convertible Senior Notes, issuing new 1.75% Convertible Senior Notes due 2031. The transaction involves the retirement of $359.7 million Existing Notes and $266.8 million in cash. The New Notes mature on April 15, 2031, with an interest rate of 1.75% per year. Conversion options include cash, common stock, or a combination, with redemption possible after April 17, 2029, under certain conditions.

Insights

Financial Analyst

The exchange of convertible notes by Exact Sciences represents a strategic financial maneuver aimed at optimizing the company's debt structure. By retiring a portion of the existing notes and issuing new ones with a higher interest rate but later maturity date, the company is effectively managing its short-term cash outflows. The cash infusion of approximately $266.8 million provides additional liquidity, which could be directed towards research and development, marketing, or further debt reduction.

The 35% conversion premium on the new notes indicates a bullish stance by the company on its future stock performance. Investors should note that the higher interest rate on the new notes, despite being relatively low at 1.75%, will result in increased interest expenses. However, the semi-annual interest payments allow for a predictable expense schedule. The conditional convertibility of the new notes prior to October 2030 provides the company with a protective measure against premature dilution of equity.

Market Research Analyst

In the context of the diagnostics and cancer screening industry, Exact Sciences' decision to restructure its debt through convertible notes could be perceived as a proactive approach to capital management. The transaction details, such as the conversion rate and premium, suggest that the company is leveraging its current stock market performance to negotiate favorable terms. The potential for conversion into shares at a significant premium could be attractive to investors, signaling confidence in the company's growth trajectory.

It's essential to monitor the performance of the company's stock price relative to the conversion price. If the stock performs well, it could lead to conversion and potential dilution for existing shareholders, but also reflects the company's strong market position. In contrast, if the stock underperforms, the notes may remain as debt, which could impact the company's leverage ratios and financial flexibility.

Legal Expert

From a legal standpoint, the non-registration of the new notes under the Securities Act of 1933 is a common practice for private placements, relying on exemptions to reduce the administrative burden and expedite the process. However, this limits the liquidity of the notes, as they can only be sold under certain conditions. The terms outlining the company's right to redeem the notes after a specified date or upon a 'fundamental change' provide Exact Sciences with options to manage its debt in response to market conditions or significant corporate events.

Investors should be aware of the implications of such legal terms, as they can affect the return profile of the investment. The 'make-whole fundamental change' provision is particularly noteworthy, as it offers additional protection to note holders, potentially increasing the conversion rate and thus the value of the conversion option in specific scenarios.

MADISON, Wis.--(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.

View source 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

Source: Exact Sciences Corp.

FAQ

What is the total principal amount of the new series of Convertible Senior Notes issued by Exact Sciences Corp.?

Exact Sciences Corp. issued $620.7 million aggregate principal amount of a new series of 1.75% Convertible Senior Notes due 2031.

When is the closing of the transaction expected to occur?

The closing of the transaction is expected to occur on April 17, 2024, subject to customary closing conditions.

What is the interest rate on the New Notes issued by Exact Sciences Corp.?

The New Notes issued by Exact Sciences Corp. bear interest at a rate of 1.75% per year, payable semi-annually.

When can the New Notes be converted into cash, shares of common stock, or a combination?

The New Notes can be converted into cash, shares of common stock, or a combination at the Company's election.

What is the initial conversion price for the New Notes of Exact Sciences Corp.?

The initial conversion price for the New Notes of Exact Sciences Corp. is approximately $99.36 per share of common stock, representing a conversion premium of 35% over the last reported sale price.