Current Report Filing (8-k)
June 18 2015 - 8:28AM
Edgar (US Regulatory)
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) June 18, 2015
HOLOGIC, INC.
(Exact Name of Registrant as Specified
in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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1-36214 |
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04-2902449 |
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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35 Crosby Drive, Bedford, MA |
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01730 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(781) 999-7300
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On June 18, 2015, Hologic, Inc. (Hologic or the Company) issued
a press release announcing a private offering (the “Offering”) of $1.0 billion aggregate principal amount of its senior
notes due 2022 (the “2022 Notes”). Hologic intends to use the net proceeds of the Offering, plus available cash, to
redeem its outstanding 6.25% Senior Notes Due 2020 in the aggregate principal amount of $1.0 billion (the “2020 Notes”).
Hologic will redeem the 2020 Notes on August 1, 2015 (the “Redemption
Date”), subject to its completion of the Offering and the receipt of the proceeds thereof (the “Redemption”),
for an aggregate redemption price of $1.03125 billion. In addition, Hologic will make a final interest payment in the amount of
$31.25 million for interest accrued to August 1, 2015, to holders of record of the 2020 Notes as of July 15, 2015.
A copy of the press release announcing the Offering and the
use of proceeds is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
Cautionary Note Regarding Forward-Looking Statements. Except
for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking
statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
Number |
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Description |
99.1 |
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Press Release issued by Hologic, Inc. on June 18, 2015. |
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.
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Date: June 18, 2015 |
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HOLOGIC, INC. |
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By: |
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/s/ Robert W. McMahon
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Robert W. McMahon |
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Chief Financial Officer |
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Hologic Announces Offering of $1.0 Billion of Senior Notes Due 2022
Proceeds Used To Redeem Outstanding 6.25% Senior Notes Due 2020
BEDFORD, Mass., June 18, 2015 /PRNewswire/ -- Hologic, Inc. (NASDAQ: HOLX) announced today that it has launched, subject to market and other conditions, a private offering of $1.0 billion aggregate principal amount of its senior notes due 2022. Hologic intends to use the proceeds of the offering, plus available cash, to redeem its outstanding 6.25% senior notes due 2020 in the aggregate principal amount of $1.0 billion.
The 2022 notes will not be registered under the Securities Act of 1933, as amended, or any state securities laws. Unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws. The 2022 notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States in accordance with Regulation S under the Securities Act.
Hologic will redeem the 2020 notes on August 1, 2015, subject to the completion of the offering and the receipt of its proceeds, for an aggregate redemption price of $1.03125 billion. In addition, Hologic will make a final interest payment in the amount of $31.25 million for interest accrued to August 1, 2015, to holders of record of the 2020 notes as of July 15, 2015.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction where the offer, solicitation or sale
is not permitted. This press release shall not constitute a notice of redemption with respect to the 6.25% senior notes due 2020.
Forward-Looking Statements
This press release contains forward-looking information that involves risks and uncertainties, including statements about the Company's plans, objectives, expectations and intentions. Such statements include, without limitation, the Company's intention to issue the 2022 notes in a private placement pursuant to Rule 144A under the Securities Act of 1933, and outside the United States in accordance with Regulation S under the Securities Act, and to redeem the 2020 notes using the proceeds of the offering. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The
offering and/or the redemption may also be adversely affected by prevailing credit markets, which have been subject to significant volatility, or adverse changes to Hologic's business or prospects. Hologic cannot assure it will complete the issuance of the 2022 notes, or the redemption, on favorable terms, if at all. The risks included above are not exhaustive. Other factors that could adversely affect the Company's business and prospects are described in the filings made by Hologic with the SEC. Hologic expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.
Contact
Michael Watts
Vice President, Investor Relations and
Corporate Communications
(858) 410-8588
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