ACCURAY INCORPORATED (NASDAQ:ARAY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Exchange/Repurchase Agreements
On July 27, 2017, Accuray Incorporated (the “Company”) entered into privately-negotiated agreements (the “Exchange/Repurchase Agreements”) with a limited number of existing holders of the Company’s outstanding 3.50% Convertible Senior Notes due 2018 (the “2013 notes”) and 3.50% Series A Convertible Senior Notes due 2018 (the “2014 notes” and, together with the 2013 notes, the “existing notes”) who are both institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (such existing holders, the “Exchange Participants”) to (i)exchange (the “Exchange”) approximately $47 million aggregate principal amount of the Exchange Participants’ existing notes for $53 million aggregate principal amount of the Company’s newly-issued 3.75% convertible senior notes due 2022 (the “new notes”) and (ii)repurchase (the “Repurchase”) approximately $28 million aggregate principal amount of additional existing notes for cash with the proceeds of the cash issuance (as defined and described below).
Subscription Agreements
On July 27, 2017, the Company also entered into privately-negotiated agreements (the “Subscription Agreements” and, together with the Exchange/Repurchase Agreements, the “Agreements”) with certain other qualified new investors who are both institutional accredited investors and qualified institutional buyers (the “Purchasers”) to sell $32 million aggregate principal amount of new notes to the Purchasers (the “cash issuance” and, together with the Exchange and Repurchase, the “Transactions”). As discussed above, the proceeds from the cash issuance will be used to repurchase the existing notes tendered in the Repurchase.
The Transactions are expected to close on August 7, 2017, subject to customary closing conditions. Consummation of the Repurchase is conditioned on the closing of the cash issuance.
Following the closing of the Transactions, the Company anticipates that $40 million aggregate principal amount of the existing notes will remain outstanding.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the forms of the Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The Company issued and sold the new notes to the Exchange Participants and the Purchasers in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Exchange Participants and the Purchasers in the Agreements. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On July 28, 2017, the Company issued a press release announcing entry into the Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
| 10.1 | Form of Exchange/Repurchase Agreement, dated as of July 27, 2017, between Accuray Incorporated and each signatory thereto |
| 10.2 | Form of Subscription Agreement, dated as of July 27, 2017, between Accuray Incorporated and each signatory thereto |
| 99.1 | Press Release dated July 28, 2017 |
ACCURAY INC ExhibitEX-10.1 2 dp78861_ex1001.htm EXHIBIT 10.1 Exhibit 10.1 Accuray Incorporated % Convertible Notes due 2022 FORM OF EXCHANGE/REPURCHASE AGREEMENT Dated as of July ,…To view the full exhibit click here
About ACCURAY INCORPORATED (NASDAQ:ARAY)
Accuray Incorporated is a radiation oncology company. The Company develops, manufactures and markets medical devices used in radiation therapy for the treatment of cancer patients. Its products include the CyberKnife Systems, the TomoTherapy Systems, and the Radixact Delivery Treatment Platform. Its technologies, the CyberKnife and TomoTherapy Systems, are designed to deliver treatments, including stereotactic radiosurgery (SRS), stereotactic body radiation therapy (SBRT), intensity modulated radiation therapy (IMRT), image guided radiation therapy (IGRT) and adaptive radiation therapy. The CyberKnife Systems are robotic systems that are used to treat various types of cancer and tumors throughout the body. The CyberKnife Systems track, detect and correct for tumor and patient movement in real-time during the procedure. The TomoTherapy Systems include the TomoTherapy H Series with configuration options of TomoH, TomoHD and TomoHDA.
