Hologic (HOLX) Prices $1B Debt Offering in Connection with Gen-Probe (GPRO) Acquisition

Hologic, Inc. (Nasdaq: HOLX) has priced its private placement of $1.0 billion in aggregate principal amount of its 6.25% Senior Notes due 2020 (the "Notes"). The offering is expected to close concurrently with the completion of Hologic's acquisition of Gen-Probe Incorporated (NASDAQ: GPRO). The acquisition is subject to the satisfaction of certain customary closing conditions, including obtaining the approval of Gen-Probe's stockholders. Gen-Probe has scheduled a Special Meeting of Stockholders for July 31, 2012 to vote on the pending acquisition and Hologic expects to close the acquisition on or about August 1, 2012.

Separately, Hologic announced that it has received expected pricing on its anticipated $2.80 billion of Senior Secured Credit Facilities to be obtained in connection with its acquisition of Gen-Probe. Those facilities are anticipated to comprise of the following:

• $300 million revolving credit facility, initially at LIBOR plus 3.00%, due 2017;
  
• $1.0 billion tranche A term loan facility, initially at LIBOR plus 3.00%, due 2017; and
  
• $1.50 billion tranche B term loan facility, at LIBOR plus 3.50%, with a LIBOR floor of 1.00%, due 2019.

Hologic also expects to have the right to elect, from time to time, to have all or a portion of the facilities accrue interest at a base rate, to be defined, plus an applicable base rate margin. The margin applicable to the revolving credit facility and the tranche A loan facility is subject to adjustment based on changes in the total net leverage ratio to be specified in the definitive documentation for these facilities. The allocation of the principal amount, interest and the determination of the purchase price of the Senior Secured Credit Facilities are subject to change in limited circumstances, and the closing of the facilities is contingent on the satisfaction of certain conditions set forth in the definitive documentation for the facilities, including the closing of the Gen-Probe acquisition and there not having occurred, since December 31, 2011, an Acquired Business Material Adverse Effect (as defined in the definitive documentation for the facilities). The Senior Secured Credit Facilities are expected to close concurrently with the completion of Hologic's acquisition of Gen-Probe.

Based upon the pricing of the Notes and the expected pricing of the Senior Secured Credit Facilities, Hologic anticipates that the initial blended interest yield on the Company's total financing for the Gen-Probe acquisition will be approximately 4.80%, including the amortization of the original issue discount (OID) and excluding the impact of deferred financing costs.

Hologic intends to use the net proceeds from the Notes offering, together with amounts drawn under its new Senior Secured Credit Facilities and available cash, to acquire Gen-Probe and pay related fees and expenses.

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