XMS NEWS CENTER

XMS Capital Partners Serves as Financial Advisor to Exact Sciences on $600 Million Convertible Notes Offering – Among Best Convert Terms Ever for First Time Issuer

Jan

11 2018

XMS Capital Partners Serves as Financial Advisor to Exact Sciences on $600 Million Convertible Notes Offering – Among Best Convert Terms Ever for First Time Issuer

Chicago, Illinois, January 11, 2018 — XMS Capital Partners, LLC (“XMS”), a global, independent financial services firm focused on providing M&A, corporate advisory and asset management services, has announced that it served as financial advisor to Exact Sciences Corporation (NASDAQ: EXAS) on $600 million convertible notes offering – among best convert terms ever for first time issuer.

Exact Sciences Corporation (NASDAQ: EXAS) announced today that it has priced its underwritten public offering of 1.0% convertible senior notes due 2025 (the “Notes”), and upsized the offering from $500 million to $600 million aggregate principal amount, pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on Form S-3. The Company has also granted the underwriter a 30-day option to purchase up to an additional $90 million aggregate principal amount of Notes. The closing of the offering is expected to occur on January 17, 2018 and is subject to customary closing conditions. The Company intends to use the net proceeds of this offering for general corporate and working capital purposes.

The Notes will be senior, unsecured obligations of the Company and will bear interest at a rate of 1.0% per annum. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2018. The Notes will be convertible into cash, shares of the Company’s common stock (plus, if applicable, cash in lieu of any fractional share), or a combination thereof, at the Company’s election. The initial conversion rate will be 13.2569 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $75.43 per share. The Notes will mature on January 15, 2025, 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 July 15, 2024, 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.

BofA Merrill Lynch is acting as the sole book-running manager for the offering. An automatically effective shelf registration statement relating to these securities was filed with the SEC on June 6, 2017. A copy of the prospectus supplement and prospectus relating to the offering may be obtained free of charge on the SEC’s website at http://www.sec.gov or by sending a request to BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department (or by e-mail at dg.prospectus_requests@baml.com).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The offering of these securities will be made only by means of the prospectus supplement and prospectus relating to the offering.

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.

About XMS Capital Partners

XMS Capital Partners, established in 2006, is a global, independent financial services firm providing M&A, corporate advisory and asset management 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.

All XMS engagements are led by senior investment bankers who average over 25 years of industry experience. Importantly, the combination of their extensive experience, technical expertise and “client first” orientation has served as a solid foundation of the firm since its formation in 2006.  XMS Capital Partners, LLC is a FINRA member and SIPC member. For more information, please visit www.xmscapital.com.

Media Contact:

Hank Hakewill, Hakewill & Associates

Phone: 847-256-5420 (office); 847-714-6561 (cell)
Email: hankhake@yahoo.com