8-KOther EventsExhibits & Filings

DEXCOM INC 8-K Report, Corporate Update (Mar 6, 2007)

Filed March 6, 2007For Securities:DXCM

Summary

DexCom, Inc. (DXCM) announced on March 6, 2007, the pricing of a $40 million offering of 4.75% Convertible Senior Notes due 2027. The offering is being conducted pursuant to Rule 144A, targeting qualified institutional buyers. The company has also granted the initial purchaser an option to acquire an additional $20 million in notes. The net proceeds from this offering are earmarked for general corporate purposes and working capital. Notably, if the additional notes are purchased, DexCom plans to utilize a portion of those proceeds to engage in call spread transactions. These transactions are designed to mitigate potential dilution to existing shareholders that could arise from the conversion of these convertible senior notes.

Key Highlights

  • 1DexCom priced a $40 million offering of 4.75% Convertible Senior Notes due 2027.
  • 2The offering is a private placement to qualified institutional buyers under Rule 144A.
  • 3An option exists for the initial purchaser to buy an additional $20 million of notes.
  • 4Proceeds are intended for working capital and general corporate purposes.
  • 5DexCom plans call spread transactions to reduce potential dilution from note conversion.
  • 6The Chief Financial Officer, Steven J. Kemper, signed the filing.

Frequently Asked Questions

The primary purpose of the offering is to raise capital for working capital and general corporate purposes. If the additional notes are purchased, a portion of the proceeds will be used to mitigate potential shareholder dilution through call spread transactions.

The offering is made to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, indicating it is a private placement not open to the general public.

A call spread transaction is a strategy used to hedge against the potential dilution of existing stock. By entering into these transactions, DexCom aims to offset the impact on its common stock price if a significant number of noteholders decide to convert their notes into shares.

The notes carry a coupon of 4.75% and mature in 2027.