Shearman & Sterling advised Bank of America Merrill Lynch and the other underwriters in Exact Sciences Corporation’s public offering of $747.5 million aggregate principal amount of its 0.3750% convertible senior notes due 2027, including $97.5 million in aggregate principal amount of notes purchased by the underwriters pursuant to their fully exercised over-allotment option with an initial conversion price of approximately $111.6645 per share of common stock.  

Bank of America Merrill Lynch acted as sole book-running manager for the offering.  Cowen Inc., Baird, William Blair, BTIG, Canaccord Genuity and Craig-Hallum acted as co-managers in the offering.

In concurrence with the offering, Exact Sciences Corporation entered into privately negotiated agreements with certain holders of its 1.0% convertible senior notes due 2025 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 cash portion of such consideration was funded from a portion of the net proceeds from the offering. Exact Sciences Corporation intends to use the remaining net proceeds of the offering for general corporate and working capital purposes.

Exact Sciences Corporation is a molecular diagnostics company focused on the early detection and prevention of the deadliest forms of cancer. 

The Team