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Exact Sciences to Net $133M in Senior Notes Exchange and Purchase Agreement

NEW YORK – Exact Sciences said Wednesday that it has completed the closing of transactions under an exchange and purchase agreement, dated Feb. 23, between itself and a holder of certain of the company’s 0.3750 percent convertible senior notes due 2027 and 2028, providing the firm $133 million in net proceeds.

Under the terms of the agreement, Exact has issued to the holder $500 million worth of new 2.00 percent convertible senior notes due 2030 in exchange for $183.7 million worth of the holder's 2027 notes, $201.0 million in 2028 notes, and approximately $138 million in cash.

Exact said that the 2030 notes have been issued pursuant to an indenture, dated as of Jan. 17, between itself and US Bank Trust Company, National Association, acting as trustee, and supplemented by its fourth supplemental indenture dated as of March 1, 2023.

The company said the new 2030 notes will mature on March 1, 2030, bearing interest at a rate of 2.00 percent per year, payable semiannually beginning on Sept. 1 this year. Once mature, the notes will be convertible into cash, shares of the company’s common stock, or a combination of cash and shares at Exact's election.

The conversion rate for the 2030 notes is initially 12.3724 shares per $1,000 principal amount of 2030 notes, which is equivalent to an initial conversion price of approximately $80.825 per share of common stock representing a conversion premium of 25 percent over the last reported sale price of $64.66 per share on the Nasdaq on Feb. 22.