UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 14, 2017
HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 1-36214 | 04-2902449 | |
| (Commission File Number) |
(I.R.S. Employer Identification No.) | |
| 250 Campus Drive, Marlborough, MA | 01752 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(508) 263-2900
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On November 14, 2017, Hologic, Inc. (“Hologic” or the “Company”) issued a press release announcing (i) that the Company has commenced an offer to repurchase the Company’s 2.00% Convertible Senior Notes due 2043 (the “Notes”) at the option of holders and (ii) a redemption of the Notes. The Company also announced that it has irrevocably elected to settle any conversion of the Notes entirely in cash. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
This Current Report on Form 8-K is not an offer to purchase, nor the solicitation of an offer to sell, securities, nor a solicitation for acceptance of the offer to repurchase the Notes.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Hologic, Inc. on November 14, 2017. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 14, 2017 | HOLOGIC, INC. | |||||
| By: | /s/ Robert W. McMahon | |||||
| Robert W. McMahon | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Hologic Announces Upcoming Put Option and
Notice of Redemption of 2.00% Convertible Senior Notes Due 2043
Marlborough, Mass., November 14, 2017 – Hologic, Inc. (Nasdaq: HOLX) announced today that holders of the 2.00% Convertible Senior Notes due 2043 (CUSIP No. 436440 AG6) issued February 21, 2013 have the right to surrender their notes for repurchase by the Company. This right is pursuant to the put option under the base indenture governing the notes dated December 10, 2007, as supplemented by the fourth supplemental indenture dated February 21, 2013 (collectively, the indenture).
The put option entitles each holder of the notes to require the Company to repurchase in cash all or part (in principal amounts equal to $1,000 or multiples thereof) of the notes on December 15, 2017 (the put option repurchase date) at a price equal to 100% of the accreted principal amount of the notes, upon the terms and subject to the conditions set forth in the indenture and the notes. Unless the Company defaults on the payment, interest on notes surrendered for repurchase will cease to accrue, and principal will cease to accrete, on and after December 15, 2017. As of the date of this notice, $202,000,000 aggregate original principal amount of notes is outstanding. The accreted principal amount of these notes as of December 15, 2017, to the extent not otherwise converted, will be $244,456,360, or $1,210.18 per $1,000.
The opportunity to exercise the put option commences on November 16, 2017 at 9 a.m. Eastern Time (ET), and expires at 5 p.m. ET on December 14, 2017 (the expiration date), which is the business day immediately preceding the put option repurchase date. Holders may withdraw any notes previously surrendered for repurchase at any time prior to 5 p.m. ET on the expiration date. To exercise the put option, or withdraw notes previously surrendered, a holder must follow the procedures set forth in the put right notice that is being delivered to all registered holders of the notes.
None of the Company, its board of directors or employees has made, or is making, any representation or recommendation to any holder of the notes as to whether to exercise the put option.
Notice of Redemption
In addition, the Company announced today that it has issued a notice of redemption to the holders of the notes to redeem any notes outstanding on December 15, 2017 (the redemption date) pursuant to its option under Section 11.01 of the supplemental indenture and Article 11 of the base indenture. As a result, notes that are not surrendered to the Company for repurchase as described above, or that are not surrendered for conversion prior to 5 p.m. ET on December 14, 2017, will be redeemed by the Company on the redemption date at a price equal to 100% of the accreted principal amount of the notes. This redemption will be upon the terms and subject to the conditions set forth in the indenture and the notes. Unless the Company defaults on the payment of the redemption price, interest on such notes will cease to accrue, and principal on such notes will cease to accrete, on and after the redemption date, and the only remaining right of the holders of the notes will be to receive payment of the redemption price.
Conversion Right and Net Share Settlement Election
Pursuant to the terms of the indenture, holders of the notes have a right to convert them at any time prior to 5 p.m. ET on December 14, 2017, which is the business day immediately preceding the redemption date, subject to the terms, conditions and adjustments set forth in the indenture and the notes. The current conversion rate for the notes is 25.911 shares of the Company’s common stock per $1,000 original principal amount outstanding, which is equivalent to a conversion price of approximately $38.59 per share based upon the original principal amount of the notes (the equivalent of approximately $46.71 per share based upon an accreted principal amount of the notes as of December 15, 2017).
The Company also announced today that it has irrevocably elected to settle any conversion of the notes entirely in cash pursuant to Section 12.02(a)(ii) of the supplemental indenture. This irrevocable election applies only to the 2043 notes, and does not apply to any other convertible notes of the Company.
Additional Information
At the Company’s request, Wilmington Trust Company, the trustee, paying agent and conversion agent for the notes, is delivering a put right notice and notice of redemption to all registered holders of the notes. In addition, the Company will file these notices with a tender offer statement on Schedule TO with the Securities and Exchange Commission today. Copies of these notices and additional information relating to the procedure for the surrender, conversion and/or redemption of the notes may be obtained from Wilmington Trust Company as provided below.
For the notice of redemption
Wilmington Trust Company
Rodney Square North
1100 North Market Street - 5th Floor
Wilmington, DE 19890
Attention: Corporate Capital Markets - Workflow Mgmt
For the put right notice
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attention: Workflow Mgmt - 5th Floor
Telephone: (302) 646-6470
Facsimile: (302) 636-4139
About Hologic
Hologic, Inc. is an innovative medical technology company primarily focused on improving women’s health and well-being through early detection and treatment. For more information on Hologic, visit www.hologic.com.
Hologic and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.
Contact
Michael Watts
Vice President, Investor Relations and
Corporate Communications
(858) 410-8588