DexCom, Inc. (NASDAQ:DXCM) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On May12, 2017, DexCom, Inc. (DexCom)
completed its previously announced sale of $350million aggregate
principal amount of 0.75% Convertible Senior Notes due 2022 (the
Notes), in a private placement in
reliance on Section 4(a)(2) of the Securities Act of 1933, as
amended (the Securities Act), to the
initial purchasers for initial resale to qualified institutional
buyers to an exemption from registration provided by Rule 144A
promulgated under the Securities Act.
The Notes were issued to an Indenture, dated as of May12, 2017
(the Indenture), between DexCom and
U.S. Bank National Association, as trustee (U.S.
Bank). The Notes are senior, unsecured, obligations
of DexCom. The Notes will bear interest at a rate of 0.75% per
year, payable in cash semiannually in arrears on May15 and
November15 of each year, beginning on November15, 2017. The Notes
mature on May15, 2022 unless repurchased, redeemed or converted
in accordance with their terms prior to such date.
DexCom may not redeem the Notes prior to May15, 2020. DexCom may
redeem for cash all or any portion of the Notes, at its option,
on or after May15, 2020 if certain conditions are met. No sinking
fund is provided for the Notes.
The Indenture includes customary terms and covenants, including
certain events of default after which the Notes may be due and
payable immediately. The following events are considered events
of default, which may result in acceleration of the maturity of
the Notes:
| 1. |
failure by DexCom to pay the principal of the Notes when due and payable at their stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise; |
| 2. |
failure by DexCom to pay the interest on any Note when the Note becomes due and payable and the failure continues for a period of 30 days; |
| 3. |
failure by DexCom to convert the Notes in accordance with the Indenture upon exercise of a holders conversion right and, in the case of a conversion with physical settlement, for a period of three business days; |
| 4. |
failure by DexCom to give a fundamental change repurchase right notice, a notice of specified corporate events or a notice of a make-whole fundamental change at the time and in the manner provided in the Indenture; |
| 5. |
failure by DexCom to comply with its obligations under the Indenture with respect to a consolidation, merger or sale of assets of DexCom; |
| 6. |
failure by DexCom to perform any of the agreements contained in the Notes or the Indenture and such failure continues for 60 days after notice given in accordance with the Indenture; |
| 7. |
failure to pay at final maturity or upon acceleration any indebtedness for money borrowed by DexCom or any of its significant subsidiaries (as defined in the Indenture) in an aggregate outstanding principal amount in excess of $25million, which indebtedness is not discharged, or which acceleration is not cured or rescinded, within 30 days after written notice as provided in the Indenture; |
| 8. |
failure by DexCom or any of its significant subsidiaries to pay one or more final and non-appealable judgments entered by a court or courts of competent jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $25million, if the judgments are not paid, discharged or stayed within 30 days; or |
| 9. |
certain events of bankruptcy, insolvency or reorganization of DexCom or any of its significant subsidiaries occurs. |
The Notes are convertible into cash, shares of DexComs common
stock, par value $0.001 per share (common
stock), or a combination thereof, at DexComs
election, at an initial conversion rate of 10.0918 shares of
common stock per $1,000 principal amount of the Notes, which is
equivalent to an initial conversion price of approximately $99.09
per share of common stock, subject to adjustment.
Holders of the Notes who convert their Notes in connection with a
make-whole fundamental change (as defined in the Indenture) or
following the delivery by DexCom of a notice of redemption are,
under certain circumstances, entitled to an increase in the
conversion rate.
Additionally, in the event of a fundamental change (as defined in
the Indenture), holders of the Notes may require DexCom to
repurchase all or a portion of their Notes at a price equal to
50% of the principal amount of Notes, plus any accrued and unpaid
interest, including any additional interest, to, but excluding,
the repurchase date.
Holders of the Notes may convert all or a portion of their Notes
at their option prior to 5:00 p.m., New York City time, on the
business day immediately preceding February15, 2022, in multiples
of $1,000 principal amount, only under the following
circumstances:
|
during any calendar quarter commencing after September30, 2017 (and only during such calendar quarter), if the last reported sale price of common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the Notes on each such trading day; |
|
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of common stock and the applicable conversion rate of the Notes on such trading day; |
|
if DexCom calls any or all of the Notes for redemption, at any time prior to the close on business on the scheduled trading day immediately preceding the redemption date; or |
| upon the occurrence of specified corporate transactions. |
On or after February 15, 2022, until 5:00 p.m., New York City
time, on the business day immediately preceding the maturity
date, holders of the Notes may convert all or a portion of their
Notes regardless of the foregoing circumstances.
A copy of the Indenture is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The description of the Notes
contained in this Form 8-K is qualified in its
entirety by reference to the Indenture.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration |
The information
set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
| Item3.02 | Unregistered Sales of Equity Securities |
The information
set forth under Item 1.01 above is incorporated by reference into
this Item 3.02.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
| Exhibit Number |
Description |
|
| 4.1 |
Indenture, dated as of May12, 2017, between DexCom and U.S. Bank National Association (including the form of 0.75% Convertible Senior Notes due 2022). |
About DexCom, Inc. (NASDAQ:DXCM)
Dexcom, Inc. (Dexcom) is a medical device company. The Company is focused on the design, development and commercialization of continuous glucose monitoring systems for ambulatory use by people with diabetes and for use by healthcare providers for the treatment of people with and without diabetes. Its products include SEVEN PLUS, DexCom G4, DexCom G4 PLATINUM, DexCom Share System and DexCom G5 Mobile. It had received Conformite Europeene Marking (CE Mark) approval for its fourth generation continuous glucose monitoring system, the DexCom G4 system, enabling commercialization of the DexCom G4 system. DexCom SHARE enables users of its G4 PLATINUM System to have their sensor glucose information remotely monitored by their family or friends. The G4 PLATINUM Receiver with Share uses a secure wireless connection via Bluetooth Low Energy (BLE) between a patient’s receiver and a mobile application on the patient’s iPhone to transmit glucose information. DexCom, Inc. (NASDAQ:DXCM) Recent Trading Information
DexCom, Inc. (NASDAQ:DXCM) closed its last trading session up +1.48 at 70.42 with 1,051,617 shares trading hands.
