DexCom to Offer $1.0 Billion of Convertible Senior Notes

 DexCom, Inc. (Nasdaq: DXCM) ("Dexcom") announced today that it intends to offer, subject to market conditions and other factors, $1.0 billion aggregate principal amount of Convertible Senior Notes due 2028 (the "notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Dexcom also intends to grant the initial purchasers of the notes an option to purchase, within a 13-day period from, and including, the date on which the notes are first issued, up to an additional $150.0 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Dexcom, and interest will be payable semi-annually in arrears. The notes will mature on May 15, 2028, unless earlier converted, repurchased or redeemed in accordance with the terms of the notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding February 15, 2028, the notes will be convertible at the option of holders of the notes only upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at the option of holders at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon conversion, the notes may be settled in shares of Dexcom’s common stock, cash or a combination of cash and shares of Dexcom’s common stock, at the election of Dexcom. Prior to May 20, 2026, the notes will not be redeemable. On or after May 20, 2026, and prior to February 15, 2028, Dexcom may redeem for cash all or part of the notes, at its option, subject to a partial redemption limitation, if the last reported sale price of Dexcom’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Dexcom provides notice of redemption.

https://finance.yahoo.com/news/dexcom-announces-proposed-offering-1-110000256.html