The notes will be senior, unsecured obligations of Natera, and interest will be payable semi-annually in cash on
The interest rate, initial conversion rate, offering price, and other terms are to be determined by negotiations between Natera and the initial purchasers.
Natera expects to use a portion of the net proceeds from the offering of the notes to repay its obligations under its 2017 Term Loan with OrbiMed and the remainder of the net proceeds will be used for working capital and general corporate purposes and continued investments in research and development of its core technology and development of Natera's product offerings. In addition, Natera may use a portion of the net proceeds for acquisitions of complementary businesses, technologies or other assets. Natera has no agreements or understandings with respect to any material acquisitions or strategic transactions at this time.
Natera may redeem all or any portion of the notes, at its option, on or after
Holders of notes may require Natera to repurchase their notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if Natera issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or during the relevant redemption period.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of Natera common stock, if any, into which the notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
The notes and any shares of common stock issuable upon conversion of the notes have not been, nor will be, registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in
This press release contains forward-looking statements including, among other things, statements relating to Natera's intention to offer the notes, the timing of the proposed offering, the proposed terms of the offering and the intended use of the net proceeds from the offering. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether or not Natera will offer the notes or consummate the offering, the final terms of the offering, prevailing market conditions, the anticipated principal amount of the notes, which could differ based upon market conditions, the anticipated use of the net proceeds of the offering, which could change as a result of market conditions or for other reasons and the impact of general economic, industry or political conditions in
Natera assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
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