Guardant Health Issues $600 Million in New Convertible Senior Notes due 2031

Guardant Health, Inc. (NASDAQ:GH) recently announced the issuance of $600 million in aggregate principal amount of 1.25% Convertible Senior Notes due 2031 (the “New Notes”) in connection with privately negotiated exchange agreements with certain holders of its outstanding 0% Convertible Senior Notes due 2027. The exchange involved the retirement of approximately $659.3 million principal amount of the 2027 Notes.

The Company revealed that after the completion of the exchange agreements on February 14, 2025, approximately $490.7 million in aggregate principal amount of the 2027 Notes would remain outstanding with terms unchanged. The New Notes were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee, and carry a yearly interest rate of 1.25%, payable semi-annually on February 15 and August 15, starting from August 15, 2025.

Noteholders have the option to convert their New Notes before and after November 15, 2030, subject to certain conditions. The initial conversion rate is set at 16.0716 shares of common stock per $1,000 principal amount of Notes, with a conversion price of around $62.22 per share, representing a premium of about 35% to the Company’s common stock price on February 6, 2025.

Furthermore, redemption terms allow the Company to redeem the New Notes at its discretion on or after February 21, 2028, under certain conditions. The New Notes also include provisions for events constituting a Fundamental Change, allowing noteholders to require the Company to repurchase their New Notes.

The issuance of the New Notes was exempt from registration under Section 4(a)(2) of the Securities Act, based on representations made by the investors in the Exchange Agreements. The Company cautioned that the Current Report on Form 8-K does not serve as an offer to sell or a solicitation to buy the New Notes or the Company’s common stock.

The complete terms and conditions of the New Notes and the related indenture, including additional details on redemption provisions, conversion rights, and events of default, are detailed in the exhibits accompanying the Current Report on Form 8-K filed by Guardant Health.

This filing also covers the creation of direct financial obligations or off-balance sheet arrangements by the Company and addresses unregistered sales of equity securities, highlighting the potential issuance of up to 13,017,960 shares of common stock upon conversion of the Notes, subject to certain adjustments.

The Company’s Chief Financial Officer, Michael Bell, signed the report on behalf of Guardant Health, Inc. on February 14, 2025.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Guardant Health’s 8K filing here.

About Guardant Health

Guardant Health, Inc, a precision oncology company, provides blood and tissue tests, data sets, and analytics in the United States and internationally. The company provides Guardant360; Guardant360 LDT; Guardant360 CDx Test; Guardant360 Response Test; Guardant360 TissueNext Test; GuardantINFINITY Test; GuardantConnect, an integrated software-based solution designed for clinical and biopharmaceutical customers to connect patients tested with assays with actionable alterations with potentially relevant clinical studies; GuardantOMNI Test for advanced stage cancer; and GuardantINFORM, an in-silico research platform for tumor evolution and treatment resistance across various biomarker-driven cancers.