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Exact Sciences Plans $650M Senior Notes Offering

NEW YORK (GenomeWeb) – Exact Sciences announced today plans for an underwritten public offering of $650 million worth of 0.3750 percent convertible senior notes due 2027. 

The company has also granted the underwriter a 30-day option to purchase up to an additional $97.5 million of the notes to cover any over-allotments. BofA Merrill Lynch is acting as sole book-running manager for the offering.

Exact had announced after the close of the markets on Tuesday that it planned to sell $600 million worth of the notes, with a 30-day option granted to the underwriters to purchase an additional $90 million of the notes, but upsized the offering several hours later.

In a document filed with the US Securities and Exchange Commission, the firm estimated gross proceeds from the offering to be about $647 million. If the underwriter exercises its option, that figure would grow to $744 million. 

The notes will bear interest at a rate of 0.3750 percent per year, payable semi-annually in arrears on March 15 and Sept. 15 of each year, beginning Sept. 15, 2019. The notes will be convertible into cash, shares of Exact's common stock, or a combination of the two. The initial conversion rate will be 8.9554 shares of the company's stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $111.66 per share. They will mature on March 15, 2027, unless earlier converted or repurchased. The offering is expected to close on March 8.

Separately, Exact also expects to enter into agreements with certain holders of its 1.0 percent convertible senior notes due in January 2025 to exchange approximately $493.4 million of the outstanding principal amount of those notes for consideration consisting of approximately $493.3 million in cash and nearly 2.2 million shares of the company's common stock. The terms of those agreements will be individually negotiated and will depend on the market price of the firm's stock and the trading price of the 2025 notes at the time the agreements are entered into.

Exact said it intends to use part of the proceeds from the offering of 2027 notes to fund the cash portion of the transactions for the 2025 notes. It may also exchange or induce conversions of the 2025 notes following completion of the offering for the 2027 notes and may fund those exchanges or conversions with the proceeds from the offering. The remaining net proceeds will be used for general corporate and working capital purposes.

The company recently reported that its fourth quarter revenues rose 64 percent year over year, thanks to a 66 percent increase in the number of completed Cologuard colorectal cancer tests during the quarter. Exact plans several initiatives for the coming year, including applying to the US Food and Drug Administration to expand Cologuard's label to include people aged 45 to 49 who are at average risk for colorectal cancer; working with the Mayo Clinic to find biomarkers that could improve Cologuard's specificity; and enrolling patients in clinical trials to finalize the development of a liver cancer test that will likely be the first of several liquid biopsy-based tests in the firm's pipeline over the next several years.

Exact ended 2018 with $160.4 million in cash and cash equivalents, and $963.8 million in marketable securities.

Exact's shares dipped more than 2 percent to $85.79 in Wednesday morning trading on the Nasdaq.