XMS NEWS CENTER

XMS Capital Partners advises Exact Sciences on 0.3750% Convertible Senior Notes Due 2027

Mar

09 2019

XMS Capital Partners advises Exact Sciences on 0.3750% Convertible Senior Notes Due 2027

CHICAGO, ILLINOIS, March 9, 2019 — XMS Capital Partners, LLC (“XMS”), a global, independent financial services firm focused on providing M&A, corporate advisory and asset management services, announced that it served as independent financial advisor to Exact Sciences Corporation (NASDAQ: EXAS). Exact Sciences announced that it priced its underwritten public offering of 0.3750% convertible senior notes due 2027 (the “Notes”) and upsized the offering from $600 million to $650 million aggregate principal amount.

The Notes will be senior unsecured obligations of the Company and will bear interest at a rate of 0.3750% per annum. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2019. The Notes will be convertible into cash, shares of the Company’s common stock (and, if applicable, cash in lieu of any fractional share), or a combination thereof, at the Company’s election. The initial conversion rate will be 8.9554 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $111.6645 per share. The Notes will mature on March 15, 2027, unless earlier converted or repurchased in accordance with their terms prior to such date, and may not be redeemed by the Company prior to maturity. Prior to September 15, 2026, the Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date.

The offering is expected to close on March 8, 2019, subject to customary closing conditions. Concurrently with this offering, in separate transactions, the Company expects to enter into agreements with certain holders of its 1.0% Convertible Senior Notes due 2025 (the “2025 Notes”) to exchange an aggregate of approximately $493.4 million of the outstanding principal amount of the 2025 Notes for consideration consisting of (1) an aggregate amount of approximately $493.3 million in cash and (2) an aggregate amount of approximately 2.16 million shares of the Company’s common stock. The terms of such agreements have been or will be individually negotiated and will depend on the market price of the Company’s common stock and the trading price of the 2025 Notes at the time such agreements are entered into. The cash portion of such consideration will be funded from net proceeds from this offering. The Company may also exchange or induce conversions of the 2025 Notes following completion of this offering and may fund such exchanges or conversions with the proceeds of this offering. The Company intends to use the remaining net proceeds of this offering for general corporate and working capital purposes.

XMS served as the independent financial advisor to Exact Sciences in connection with this offering.

About XMS Capital Partners

XMS Capital Partners, established in 2006, is a global, independent financial services firm providing investment banking, asset management and merchant banking services to clients. It has offices in Chicago, London and Dublin.

XMS provides Involvement BankingTM, which goes beyond transaction oriented investment banking and focuses on delivering objective, value added advice and custom tailored solutions to help clients achieve their strategic goals. It consistently creates value for its clients by giving them access to comprehensive, independent M&A, strategic advisory, financial restructuring, capital structure advisory and private capital advisory expertise.

XMS Capital Partners, LLC is a FINRA member and SIPC member. XMS Capital Partners (UK) Limited is authorized and regulated by the Financial Conduct Authority. For more information, please visit www.xmscapital.com.

About Exact Sciences Corp.

Exact Sciences Corp. is a molecular diagnostics company focused on the early detection and prevention of the deadliest forms of cancer. The company has exclusive intellectual property protecting its non-invasive, molecular screening technology for the detection of colorectal cancer. For more information, visit www.exactsciences.com.

Deal Contact:

John “Yogi” Spence