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NanoString Technologies Proposes Private Offering of $175M in Convertible Senior Notes

NEW YORK­ – NanoString Technologies said today that it intends to offer, subject to market conditions and other factors, $175 million worth of convertible senior notes due 2025 in a private placement to qualified institutional buyers.

The firm also plans to grant initial purchasers of the notes a 13-day option to purchase up to an additional $26.25 million aggregate principal amount of the notes.

NanoString said it intends to use approximately $89 million of the total net proceeds to prepay amounts borrowed and fees owed in connection with the termination of its senior term loan facility and for the payment of fees associated with the intended termination of its senior credit facility.

The remainder will go to support general corporate purposes, including the continued development and commercialization of the firm's GeoMx Digital Spatial Profiling system, expansion of its portfolio of nCounter-based products, and for working capital.

The notes will accrue interest payable semiannually in arrears. Prior to the close of business on the business day immediately preceding Dec. 1, 2024, the notes will be convertible only upon the satisfaction of specified conditions and during certain periods. After that, until the business day preceding the relevant maturity date, the notes will then be convertible at the option of the noteholders. The company said the notes will be convertible into cash, shares of NanoString's common stock or a combination of cash and shares, at the company's election.

The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.

In Wednesday morning trade on the Nasdaq, shares of NanoString were down around 5 percent at $33.18.