NeoGenomics Announces Proposed Offering of $275 Million Convertible Senior Notes
NeoGenomics, Inc. (NASDAQ: NEO), a leading provider of oncology diagnostic solutions that enable precision medicine, announced today that it has commenced a private offering of $275 million aggregate principal amount of convertible senior notes due 2032 (the “notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with this offering, NeoGenomics expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $41.25 million aggregate principal amount of the notes. The offering of the notes is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The notes will be senior, unsecured obligations of NeoGenomics, will accrue interest payable semi-annually in arrears and will mature on July 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. NeoGenomics will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.001 per share (“common stock”), or a combination of cash and shares of its common stock, at NeoGenomics’ election. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at NeoGenomics’ option at any time, and from time to time, on or after July 6, 2029 and on or before the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of NeoGenomics’ common stock equals or exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the notes will be redeemable at any time if the aggregate principal amount of the notes that remains outstanding is less than 15% of the aggregate principal amount of the notes initially issued in the offering and certain other conditions are satisfied. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
