Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.
Indenture and Notes
On
The Notes are the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's future indebtedness that is expressly subordinated to the Notes in right of payment; (iii) effectively subordinated to the Company's future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.
The Notes will not bear regular interest, and the principal amount of the Notes
will not accrete. However, special interest and additional interest may accrue
on the Notes at a rate per annum not exceeding 0.50% (subject to certain
exceptions) upon the occurrence of certain events relating to the failure to
file certain
The Company may not redeem the Notes at its option at any time before
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.
--------------------------------------------------------------------------------
The Notes have customary provisions relating to the occurrence of "Events of
Default" (as defined in the Indenture), which include the following: (i) certain
payment defaults on the Notes (which, in the case of a default in the payment of
special interest or additional interest on the Notes, will be subject to a
30-day cure period); (ii) the Company's failure to send certain notices under
the Indenture within specified periods of time; (iii) the Company's failure to
comply with certain covenants in the Indenture relating to the Company's ability
to consolidate with or merge with or into, or sell, lease or otherwise transfer,
in one transaction or a series of transactions, all or substantially all of the
assets of the Company and its subsidiaries, taken as a whole, to another person;
(iv) a default by the Company in its other obligations or agreements under the
Indenture or the Notes if such default is not cured or waived within 60 days
after notice is given in accordance with the Indenture; (v) certain defaults by
the Company or any of its significant subsidiaries with respect to indebtedness
for borrowed money of at least
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and any accrued and unpaid special interest or additional interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and any accrued and unpaid special interest or additional interest on, all of the Notes then . . .
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet
Arrangement.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The Notes were issued to the initial purchasers in reliance upon
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act")
in transactions not involving any public offering. The Notes were resold by the
initial purchasers to persons whom the initial purchasers reasonably believe are
"qualified institutional buyers," as defined in, and in accordance with, Rule
144A under the Securities Act. Any shares of the Company's common stock that may
be issued upon conversion of the Notes will be issued in reliance upon
Section 3(a)(9) of the Securities Act as involving an exchange by the Company
exclusively with its security holders. Initially, a maximum of 11,021,600 shares
of the Company's common stock may be issued upon conversion of the Notes and
based on the initial maximum conversion rate of 9.5840 shares of common stock
per
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Indenture, dated as ofNovember 19, 2020 , betweenGuardant Health, Inc. andU.S. Bank National Association , as trustee. 4.2 Form of certificate representing the 0% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.1) 10.1 Form of Capped Call Confirmation 104 Cover page interactive data file (embedded within the inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source