8-KMaterial AgreementsFinancial EventsSecurities & Listing+1

DEXCOM INC 8-K Report, Material Agreement (Mar 12, 2007)

Filed March 12, 2007For Securities:DXCM

Summary

DexCom, Inc. (DXCM) filed an 8-K on March 12, 2007, reporting on the closing of a material definitive agreement and the unregistered sale of equity securities. The company successfully closed the sale of $60 million aggregate principal amount of 4.75% Convertible Senior Notes due 2027 to Piper Jaffray & Co. (the "Initial Purchaser"), which included the exercise of an option for an additional $20 million. The net proceeds from this offering are estimated to be approximately $57.6 million after deducting discounts and expenses.

Key Highlights

  • 1DexCom, Inc. closed a $60 million offering of 4.75% Convertible Senior Notes due 2027.
  • 2The offering included an additional $20 million option exercised by the Initial Purchaser, Piper Jaffray & Co.
  • 3Net proceeds from the offering are expected to be approximately $57.6 million.
  • 4The Notes are convertible into DexCom's common stock at an initial conversion price of approximately $7.80 per share.
  • 5The company used approximately $11.0 million of the net proceeds to purchase issuer call spread options on its common stock.
  • 6The remaining proceeds are designated for working capital and general corporate purposes.
  • 7The Notes were sold in a private placement relying on exemptions from registration under the Securities Act.

Frequently Asked Questions

This 8-K filing was primarily to report the entry into a material definitive agreement related to the sale of convertible senior notes and the subsequent unregistered sale of these securities.

DexCom raised $60 million in aggregate principal amount of 4.75% Convertible Senior Notes due 2027. After accounting for discounts and expenses, the company expects to receive net proceeds of approximately $57.6 million.

The notes are convertible into DexCom's common stock at an initial conversion rate of 128.2051 shares per $1,000 principal amount, which equates to an initial conversion price of approximately $7.80 per share. The conversion option is available to noteholders until March 15, 2027.

DexCom plans to use approximately $11.0 million of the net proceeds to purchase issuer call spread options on its common stock. The remaining funds will be allocated to working capital and general corporate purposes.