DexCom Prices Offering of Upsized $1.05 Billion of 0.25% Convertible Senior Notes

DexCom, Inc. (Nasdaq: DXCM) (“DexCom”) announced today the pricing of its offering of $1.05 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2025 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the offering was increased from the previously announced offering size of $850.0 million. DexCom also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $157.5 million aggregate principal amount of notes. The sale of the notes is expected to close on May 14, 2020, subject to customary closing conditions.

The notes will be senior, unsecured obligations of DexCom, and will bear interest at a rate of 0.25% per year, payable semi-annually in arrears. The notes will mature on November 15, 2025, unless earlier converted, repurchased or redeemed in accordance with the terms of the notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding August 15, 2025, the notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until 5:00 p.m., New York City time, on the business day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of DexCom’s common stock, cash or a combination of cash and shares of common stock, at the election of DexCom. The initial conversion rate is 1.6655 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $600.42 per share of DexCom’s common stock, representing an approximate 42.5% premium based on the last reported sale price of DexCom’s common stock on The Nasdaq Global Select Market on May 11, 2020 of $421.36 per share). The initial conversion rate and the corresponding conversion price will be subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. Prior to May 20, 2023, the notes will not be redeemable. On or after May 20, 2023, and prior to August 15, 2025, DexCom may redeem for cash all or part of the notes, at its option, if the last reported sale price of DexCom’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which DexCom provides notice of redemption.