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Guardant Health Announces Proposed $500.0 Million Offering of Convertible Senior Notes Due 2032

GH
  • Guardant Health plans to offer $500 million in aggregate principal amount of convertible senior notes due 2032 via a private Rule 144A offering.
  • Initial purchasers have an option to buy up to an additional $50 million in notes within 13 days of issuance.
  • The notes are senior, unsecured obligations that mature on May 15, 2032, with interest payable semi-annually in arrears.
  • Conversion of notes may be settled in cash, shares, or a combination at the company's election.
  • The company generally cannot redeem the notes before November 20, 2029, unless specific stock price thresholds are met or the outstanding principal falls below $50 million.
  • Net proceeds will be used to repurchase some of the 2027 convertible notes, fund capped call transactions, and cover general corporate purposes.
  • Capped call transactions are intended to reduce potential dilution upon conversion or offset cash payments exceeding the principal amount of converted notes.
  • Option counterparties may purchase shares or enter derivatives concurrently with pricing, while hedged holders of 2027 notes may unwind positions, potentially impacting the market price.
  • Counterparties may adjust hedge positions in secondary markets, which could affect the trading price of the stock or notes.
  • The securities are unregistered under the Securities Act \& cannot be offered or sold except pursuant to an exemption.
  • The press release contains forward-looking statements subject to risks that could cause actual results to differ from expectations.