Exact Sciences greenshoe ups 1% convertibles due 2025 to $690 million

By Wendy Van Sickle

Columbus, Ohio, Jan. 17 – Underwriters for Exact Sciences Corp.’s 1% convertible notes due Jan. 15, 2025 fully exercised their $90 million greenshoe, increasing the total deal size to $690 million, according to an 8-K filing with the Securities and Exchange Commission.

As previously reported, the company priced $600 million of the convertibles with an initial conversion premium of 37% at 98.75 after the market close on Jan. 12.

The deal was increased from the initially announced $500 million, and the greenshoe was upsized from $75 million.

BofA Merrill Lynch was the bookrunner for the registered deal. The issue settled on Wednesday.

The notes are non-callable.

They are contingently convertible until July 15, 2024, according to the deal’s preliminary prospectus. The notes may be converted after March 31, 2018 and prior to July 15, 2024, subject to a 130% hurdle.

The notes may also be converted in the five business days following any consecutive five-day trading period where the trading price of the notes is less than 98% of the product of the closing price of common stock and the conversion rate, according to the preliminary prospectus.

The notes may also be converted prior to July 15, 2024 if stockholders receive a distribution worth more than 10% of the closing price of stock on the trading day before the distribution announcement, or if stockholders receive rights to shares of common stock at a price less than the average closing price of stock over a consecutive 10-day period.

There is takeover protection.

The notes will be settled in cash, shares or a combination of both at the company’s option upon conversion.

Proceeds will be used for general corporate purposes.

Exact Sciences is a Madison, Wis.-based molecular diagnostics company focused on the early detection of colorectal cancer.

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