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Guardant Health Prices $500 Million Convertible Senior Notes Offering

GH
  • Guardant Health priced $500 million of 0% convertible senior notes due 2032 in a private Rule 144A offering to qualified institutional buyers.
  • The notes are scheduled to settle on November 16, 2026, subject to customary closing conditions.
  • Initial purchasers received an option to buy up to an additional $50 million of notes within 13 days of issuance.
  • The notes are senior, unsecured obligations maturing on May 15, 2032, with no regular interest payments.
  • Noteholders may convert notes after February 15, 2032, or earlier under specific circumstances, with conversions settled in cash, stock, or a combination at the company's election.
  • The initial conversion rate is 4.7858 shares per $1,000 principal, representing a conversion price of approximately $208.95 per share.
  • The initial conversion price reflects a premium of roughly 35.0% above the stock's last reported sale price of $154.78 on November 11, 2026.
  • Redemption options are limited until November 20, 2029, after which provisional or cleanup redemptions are permitted under specific stock price or aggregate principal conditions.
  • Noteholders may require repurchase upon a "fundamental change" or receive an increased conversion rate following certain corporate events.
  • Net proceeds are estimated at approximately $489.3 million, rising to $538.3 million if the over-allotment option is fully exercised.
  • Guardant Health plans to use approximately $501.7 million of net proceeds to repurchase $395.2 million of its 2027 convertible senior notes.
  • The company intends to use remaining proceeds plus cash on hand to fund $51.7 million in capped call transactions designed to reduce dilution.
  • Capped call transactions have an initial cap price of $309.56, representing a 100.0% premium over the stock price on November 11, 2026.
  • Option counterparties and hedged holders may engage in derivative transactions or stock purchases around the offering, potentially affecting market prices.
  • The offering was made via private offering memorandum to qualified institutional buyers without registration under the Securities Act.