Tandem Diabetes Care Prices Upsized Private Placement of $275.0 Million of Convertible Senior Notes Due 2029

Tandem Diabetes Care, Inc. (NASDAQ: TNDM), a global insulin delivery and diabetes technology company, announced today the pricing of $275.0 million aggregate principal amount of 1.50% Convertible Senior Notes due 2029 (the “notes”) in a private placement (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $250.0 million aggregate principal amount of notes. Tandem also granted the initial purchasers of the notes an option to purchase, within the 13-day period beginning on, and including, the first date on which the notes are issued, up to an additional $41.25 million aggregate principal amount of notes from Tandem. The sale of the notes is expected to close on March 8, 2024, subject to customary closing conditions.

The notes will be general unsecured obligations of Tandem and will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024, at a rate of 1.50% per year. The notes will mature on March 15, 2029, unless earlier converted, redeemed or repurchased.

Tandem estimates that the net proceeds from the offering will be approximately $266.3 million (or approximately $306.4 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Tandem. Tandem expects to use the net proceeds from the offering, together with cash on hand, to (i) pay the approximately $13.8 million cost of the capped call transactions that it entered into as described below, (ii) repurchase for cash approximately $246.7 million in aggregate principal amount of its 1.50% Convertible Senior Notes due 2025 (the “2025 notes”) in privately negotiated transactions entered into concurrently with the pricing of the notes in the offering and (iii) repurchase approximately $30.0 million of common stock in privately negotiated transactions entered into concurrently with the pricing of the notes in the offering through one of the initial purchasers or its affiliate from purchasers of the notes in the offering. If the initial purchasers exercise their option to purchase additional notes, Tandem expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions and the remainder for general corporate purposes, which may include additional repurchases of the 2025 notes from time to time following the offering, or the repayment at maturity, of the 2025 notes.