Guardant Health, Inc. Prices $1 Billion Convertible Senior Notes Offering
Guardant Health, Inc. (Nasdaq: GH) today announced the pricing of its offering of $1,000,000,000 aggregate principal amount of 0% convertible senior notes due 2027 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The issuance and sale of the notes are scheduled to settle on November 19, 2020, subject to customary closing conditions. Guardant Health also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date notes are first issued, up to an additional $150,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of Guardant Health. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on November 15, 2027, unless earlier repurchased, redeemed or converted. Before August 15, 2027, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after August 15, 2027, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Guardant Health will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Guardant Health’s election. The initial conversion rate is 7.1523 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $139.82 per share of common stock. The initial conversion price represents a premium of approximately 34.0% over the last reported sale price of $104.34 per share of Guardant Health’s common stock on November 16, 2020. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The notes will not be redeemable at Guardant Health’s election before November 20, 2024. The notes will be redeemable, in whole or in part, for cash at Guardant Health’s option at any time, and from time to time, on or after November 20, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Guardant Health’s common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.
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