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Form SC TO-I HOLOGIC INC Filed by: HOLOGIC INC

January 29, 2018 4:18 PM

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

HOLOGIC, INC.

(Name of Subject Company (Issuer) and Filing Person (Issuer))

2.00% Convertible Senior Notes due 2042

(Title of Class of Securities)

436440 AC5

(CUSIP Number of Class of Securities)

John M. Griffin

General Counsel

Hologic, Inc.

250 Campus Drive, Marlborough, MA, 01752

Tel: (508) 263-2900

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

 

Copies to:

Philip J. Flink, Esquire

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount of Filing Fee**

$208,077,170

  $25,905.61

 

* Calculated solely for purposes of determining the filing fee. The purchase price of the 2.00% Convertible Senior Notes due 2042 issued March 5, 2012 (the “Notes”), as described herein, is 100% of the accreted principal amount of the Notes as of March 1, 2018, plus any accrued but unpaid interest thereon. As of January 29, 2018, there are Notes with an aggregate of $206,017,000 of aggregate principal amount outstanding and, as of the date of repurchase, there will be $2,060,170 of accrued and unpaid interest on the Notes, resulting in an aggregate maximum repurchase price of $208,077,170.
** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $124.50 for each $1,000,000 of the value of the transaction.

 

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: Not applicable.

     Filing Party: Not applicable.

Form or Registration No.: Not applicable.

     Date Filed: Not applicable.

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ☐  third-party tender offer subject to Rule 14d-1.
  ☒  issuer tender offer subject to Rule 13e-4.
  ☐  going-private transaction subject to Rule 13e-3.
  ☐  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

 

 

 


INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by Hologic, Inc., a Delaware corporation (the “Company”), with respect to the right of each holder (each a “Holder”) of the Company’s 2.00% Convertible Senior Notes due 2042 issued March 5, 2012 (the “Notes”) to require the Company to repurchase the Notes upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Notes, and the Company’s Put Right Notice to Holders of 2.00% Convertible Senior Notes due 2042, dated January 29, 2018, filed as an exhibit to this Schedule TO (the “Put Right Notice”). The right of a Holder to require the Company to repurchase the Notes, as described in the Put Right Notice, as amended or supplemented from time to time, is referred to as the “Put Option.”

The Notes were issued under an Indenture, dated as of December 10, 2007 (the “Base Indenture”), by and between the Company, as issuer, and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of March 5, 2012 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee.

This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended.

Items 1 through 9.

The Company is the issuer of the Notes and is obligated to repurchase all of the Notes if validly surrendered by the Holders under the terms and subject to the conditions set forth in the Indenture, the Notes, and the Put Right Notice. Under certain circumstances, the Notes are convertible into shares of common stock, par value $0.01 per share, of the Company, subject to the terms, conditions and adjustments specified in the Indenture, the Notes, and the Put Right Notice. Under the terms of the Indenture, the Company has the option to settle the conversion of the Notes in shares of the Company’s Common Stock, cash, or a combination of cash and shares of the Company’s Common Stock. The Company maintains its registered and principal executive offices at 250 Campus Drive, Marlborough, Massachusetts, 01752 and the telephone number there is (508) 263-2900. As permitted by General Instruction F to Schedule TO, all of the information set forth in the Put Right Notice is incorporated by reference into this Schedule TO.

Item 10. Financial Statements.

Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company’s financial condition is not material to a Holder’s decision whether to put the Notes to the Company because (i) the consideration being offered to Holders surrendering Notes consists solely of cash, (ii) the Put Option is not subject to any financing conditions, (iii) the Put Option applies to all outstanding Notes and (iv) the Company is a public reporting company under Section 13(a) of the Securities Exchange Act of 1934, as amended, that files reports electronically on EDGAR. The financial condition and results of operations of the Company and its subsidiaries are reported electronically on EDGAR on a consolidated basis.

Item 11. Additional Information.

Not applicable.

Item 12. Exhibits.

 

Exhibit No.

 

Description

(a)(1)(A)   Put Right Notice to Holders of 2.00% Convertible Senior Notes due 2042, dated January 29, 2018, including form of Optional Put Repurchase Notice.
(a)(1)(B)   IRS Form W-9.
(a)(5)   Press Release issued by the Company on January 29, 2018.

 

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Exhibit No.

 

Description

(b)   Not applicable.
(d)(1)   Indenture, dated as of December  10, 2007, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 10, 2007).
(d)(2)   Third Supplemental Indenture, dated as of March  5, 2012, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 8, 2012).
(d)(3)   Notice of Redemption to Holders of 2.00% Convertible Senior Notes due 2042, dated January 29, 2018.
(g)   Not applicable.
(h)   Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

 

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

HOLOGIC, INC.
By:  

/s/ Robert W. McMahon

Name:   Robert W. McMahon
Title:   Chief Financial Officer
Date:   January 29, 2018

 

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Exhibit (A)(1)(A)

PUT RIGHT NOTICE

To the Holders of All Outstanding

HOLOGIC, INC.

2.00% Convertible Senior Notes due 2042

(CUSIP No. 436440 AC5)1

Reference is made to the Indenture, dated as of December 10, 2007 (the “Base Indenture”), by and between Hologic, Inc., a Delaware corporation (the “Company”), as issuer, and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of March 5, 2012 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee, relating to the Company’s 2.00% Convertible Senior Notes due 2042 issued March 5, 2012 (the “Notes”). Section 11.08 of the Supplemental Indenture requires that, at the option (the “Put Option”) of each holder of the Notes (each a “Holder”), all or a portion of the Notes must be repurchased by the Company on March 1, 2018 (the “Put Option Repurchase Date”), in accordance with the terms, procedures and conditions outlined in the Indenture. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture and the Notes.

NOTICE IS HEREBY GIVEN that, pursuant to and as required by the provisions of the Indenture, the Company will repurchase validly surrendered Notes on the Put Option Repurchase Date for a repurchase price (the “Put Option Repurchase Price”) payable in cash equal to 100% of the accreted principal amount of the Notes validly surrendered for repurchase and not withdrawn plus accrued and unpaid interest, if any, to, but not including, the Put Option Repurchase Date upon the terms and subject to the conditions set forth in the Indenture, the Notes, and this Put Right Notice and any related notice materials, as amended and supplemented from time to time. Holders may exercise the Put Option from 9:00 a.m., New York City time, on Wednesday, January 31, 2018 through 5:00 p.m., New York City time, on Wednesday, February 28, 2018 (the “Expiration Date”), which is the Business Day immediately preceding the Put Option Repurchase Date.

Because the Put Option Repurchase Date (March 1, 2018) falls after a Regular Record Date (February 15, 2018) and on the corresponding Interest Payment Date (March 1, 2018), the Company will pay the full amount of accrued and unpaid interest payable on such Interest Payment Date to the Holders of record at the close of business on the corresponding Regular Record Date. On the Put Option Repurchase Date, there will be approximately $10.00 of accrued and unpaid interest per $1,000 original principal amount of the Notes. Accordingly, the Put Option Repurchase Price for Holders of record at the close of business on February 15, 2018 who validly exercise the Put Option prior to the Expiration Date, will include accrued and unpaid interest, and will therefore equal approximately $1,010.00 per $1,000 original principal amount of the Notes. If a Holder sells such Holder’s Notes after the Regular Record Date of

 

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The CUSIP number has been assigned to the Notes by an organization that is not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee shall be responsible for the selection or use of any such CUSIP number, nor is any representation made as to its correctness or accuracy on the Notes or as indicated in this Put Right Notice.

 

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February 15, 2018, and the subsequent Holder validly exercises the Put Option prior the Expiration Date, the accrued and unpaid Interest payable on the Interest Payment Date will be paid to the Holder of record on March 1, 2018 and not to the Holder who exercised the Put Option. Unless the Company defaults in the payment of the Put Option Repurchase Price, interest on Notes surrendered for repurchase by the Company will cease to accrue on and after the Put Option Repurchase Date.

As of the date of this Put Right Notice, the Company has called for redemption all of the outstanding Notes on March 6, 2018 (the “Redemption Date”) at a redemption price (the “Redemption Price”) payable in cash equal to 100% of the Accreted Principal Amount of the Notes to be redeemed plus accrued and unpaid interest (including Contingent Interest, if any) to, but not including, the Redemption Date. As of March 6, 2018, the Accreted Principal Amount of the Notes, if not otherwise surrendered to the Company for repurchase or conversion, will be $1,000.28 per $1,000. Under the terms of the Indenture, Holders of the Notes have a right to convert the Notes at any time prior to 5:00 p.m., New York City time, on Monday, March 5, 2018 (the “Conversion Deadline”), which is the Business Day immediately preceding the Redemption Date. Pursuant to the terms of the Indenture, the Company has made an irrevocable Net Share Settlement Election to settle the conversion of any Notes validly submitted for conversion on or after the date of this Notice entirely in cash.

Any Holders who wish to convert Notes must surrender such Notes for conversion no later than the Conversion Deadline (Holders’ right to convert expires after the Conversion Deadline unless the Company defaults in the payment of the Redemption Price) and must satisfy the other requirements set forth in the Indenture. Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid Interest, except as set forth below, as the Company’s settlement of the Conversion Obligation shall be deemed to satisfy its obligation to pay the principal amount of the Notes and accrued and unpaid Interest to, but not including, the Conversion Date. As provided in the indenture, (i) Notes that are submitted for conversion after 5:00 p.m. on February 15, 2018 (a Regular Record Date), and before 9:00 a.m. on March 1, 2018 (the corresponding Interest Payment Date) must be accompanied by payment of an amount in cash equal to the interest payable on the Interest Payment Date, March 1, 2018, and (ii) Holders of such Notes as of 5:00 p.m., New York City time, on February 15, 2018 shall receive the Interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. As further provided in the Indenture, the Company shall not be required to convert any Notes that are surrendered for conversion between the Regular Record Date and the Interest Payment Date without payment of Interest as required by the Indenture.

Notes with respect to which the conversion right is validly exercised in accordance with the terms of the Notes and the Indenture prior to the Conversion Deadline will not be redeemed on the Redemption Date. Any Notes surrendered for repurchase pursuant to a Holder’s Put Option may be converted in accordance with Article 12 of the Supplemental Indenture only if the Notes surrendered for repurchase have been validly withdrawn from the election to repurchase in accordance with Section 11.08 of the Supplemental Indenture and the procedures set forth in this Put Right Notice. As of the date of this Put Right Notice, the Conversion Rate for the Notes is 32.07698 shares of Common Stock per $1,000 original principal amount outstanding, which is equivalent to a Conversion Price of approximately $31.18 per share as of the Redemption Date. Upon conversion, a Holder will not receive any additional shares of the Company’s Common

 

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Stock or cash attributable to the Accreted Principal Amount of the Notes in excess of the Original Principal Amount of the Notes. The company will satisfy its conversion obligation in accordance with the Indenture. Wilmington Trust Company will be the conversion agent for the Notes (the “Conversion Agent”). The name and address of the Conversion Agent are set forth below.

As of the date of this Put Right Notice, all custodians and beneficial holders of the Notes hold the Notes through accounts with The Depository Trust Company (“DTC”) or its nominee and there are no certificated Notes in non-global form. Accordingly, all Notes surrendered for repurchase hereunder must be delivered in accordance with DTC’s applicable procedures. To exercise your Put Option to have the Company repurchase your Notes and receive payment of the Put Option Repurchase Price, you must have your Notes validly delivered through DTC’s transmittal procedures prior to 5:00 p.m., New York City time, on Wednesday, February 28, 2018 (the “Expiration Date”). If your Notes are held through a broker, dealer, commercial bank, trust company or other nominee, then you must contact such nominee and instruct such nominee to exercise your Put Option and surrender your Notes through the transmittal procedures of DTC. Notes surrendered for repurchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date by complying with the withdrawal procedures of DTC.

The Trustee, Paying Agent and Conversion Agent is

Wilmington Trust Company

and for purposes of this Put Right Notice, the address is:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attn: Workflow Mgmt – 5th Floor

Telephone: (302) 646-6470

Facsimile: (302) 636-4139

Any questions or requests for assistance or copies of this Put Right Notice or other materials may be directed to the Paying Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Put Option.

The date of this Put Right Notice is January 29, 2018.

 

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TABLE OF CONTENTS

 

SUMMARY TERM SHEET

     5  

IMPORTANT INFORMATION CONCERNING THE PUT OPTION

     11  

Information Concerning the Company

     11  

Information Concerning the Notes

     11  

Interest; Accretion

     11  

The Company’s Obligation to Repurchase the Notes

     12  

Put Option Repurchase Price

     12  

Source of Funds

     13  

Conversion Rights of the Notes

     13  

Market for the Notes and the Company’s Common Stock

     15  

Redemption

     16  

Fundamental Change

     16  

Ranking

     17  

Procedures to be Followed by Holders Electing to Exercise the Put Option

     17  

Method of Delivery

     17  

Agreement to be Bound by the Terms of the Put Option

     17  

Exercise of Put Option and Delivery of Notes

     19  

Right of Withdrawal

     20  

Payment for Surrendered Notes

     21  

Notes Acquired

     22  

Plans or Proposals of the Company

     22  

Repurchase of Notes by the Company and Its Affiliates

     24  

Agreements Involving the Company’s Securities

     24  

Additional Information

     28  

No Solicitations

     29  

Definitions

     29  

Conflicts

     29  

SCHEDULE A. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

     30  

SCHEDULE B. OPTIONAL PUT REPURCHASE NOTICE

     31  

No person has been authorized to give any information or to make any representations other than those contained in this Put Right Notice and, if given or made, such information or representations must not be relied upon as having been authorized. You should not assume that the information contained in this Put Right Notice is accurate as of any date other than the date on the front of this Put Right Notice. The Put Right Notice does not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of this Put Right Notice shall not under any circumstances create any implication that the information contained herein or in the related notice materials is current as of any time subsequent to the date of such information. None of the Trustee, the Company, its Board of Directors, or its employees is making any representation or recommendation to any Holder as to whether or not to exercise the Put Option. You should consult your own financial and tax advisors and must make your own decision as to whether to exercise the Put Option and, if so, the principal amount of Notes for which the Put Option should be exercised.

 

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SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about the Put Option. To understand the Put Option fully and for a more complete description of the terms of the Put Option, we urge you to read carefully the remainder of this Put Right Notice and other offering materials because the information in this summary is not complete and those documents contain additional important information. We have included page references to direct you to a more complete description of the topics in this summary.

Who is offering to repurchase my Notes?

Hologic, Inc., a Delaware corporation (the “Company” or “we”), is obligated, at your option, to repurchase validly surrendered 2.00% Convertible Senior Notes due 2042 issued March 5, 2012 (the “Notes”) on March 1, 2018 (the “Put Option Repurchase Date”). (Page 12)

Why is the Company offering to repurchase my Notes?

The terms of the Notes and the Indenture (as hereinafter defined) require that the Company offer to repurchase all of the Notes validly surrendered and not withdrawn at the option (the “Put Option”) of the holder thereof (each a “Holder”). The Notes were issued under an Indenture, dated as of December 10, 2007 (the “Base Indenture”), by and between the Company, as issuer, and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of March 5, 2012 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. (Page 12)

What Notes is the Company obligated to repurchase?

We are obligated to repurchase all of the Notes of any Holder exercising the Put Option pursuant to the terms of the Notes and the Indenture. As of January 29, 2018, there was $206,017,000 aggregate original principal amount of Notes outstanding. (Page 11)

How much will the Company pay and what is the form of payment?

Pursuant to the terms of the Notes and the Indenture, the Company will pay, in cash, a repurchase price (the “Put Option Repurchase Price”) equal to 100% of the accreted principal amount of the Notes validly surrendered for repurchase and not withdrawn, plus accrued and unpaid interest, if any, to, but not including, the Put Option Repurchase Date. The Put Option Repurchase Price is based solely on the requirements of the Indenture and the Notes and bears no relationship to the market price of the Notes or the Company’s Common Stock (as defined below). (Page 12)

How much accrued and unpaid interest will the Company pay as part of the Put Option Repurchase Price?

Pursuant to the terms of the Notes and the Indenture, the next regular Interest Payment Date for the Notes is March 1, 2018. The corresponding Regular Record Date is February 15, 2018. Because the Put Option Repurchase Date (March 1, 2018) falls after the Regular Record Date and on the corresponding Interest Payment Date, the Company will pay accrued and unpaid interest on the Notes through February 28, 2018, to Holders of record on February 15, 2018 of all

 

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Notes regardless of whether the Put Option is exercised with respect to such Notes. As a result, there will be accrued and unpaid interest of approximately $10.00 per $1,000 original principal amount of Notes as of the Put Option Repurchase Date, which will be included in the Put Option Repurchase Price for Holders of record at the close of business on February 15, 2018 who validly exercise the Put Option prior to the Expiration Date. The Put Option Repurchase Price for Holders of record at the close of business on February 15, 2018 who validly exercise the Put Option prior to the Expiration Date, will include accrued and unpaid interest, and will therefore equal approximately $1,010.00 per $1,000 original principal amount of the Notes. If a Holder sells such Holder’s Notes after the Regular Record Date of February 15, 2018, and the subsequent Holder validly exercises the Put Option prior the Expiration Date, the accrued and unpaid Interest payable on the Interest Payment Date will be paid to the Holder of record on February 15, 2018 and not to the Holder who exercised the Put Option. (Page 11)

How can I determine the market value of the Notes?

There is no established reporting system or market for trading in the Notes. To the extent that the Notes are traded, prices of the Notes may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company’s operating results, the trading price of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), and the market for similar securities. To the extent available, Holders are urged to obtain current market information for the Notes prior to making any decision with respect to the Put Option. The Common Stock of the Company is listed on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “HOLX.” On January 26, 2018, the last reported sales price of the Common Stock on NASDAQ was $43.38 per share. (Page 15)

What does the Board of Directors of the Company think of the Put Option?

The Board of Directors of the Company has not made and is not making any recommendations as to whether you should exercise the Put Option. As noted, the Company is required to offer to repurchase the Notes pursuant to their terms and the terms of the Indenture. You must make your own decision whether to exercise the Put Option and, if so, the principal amount of Notes for which the Put Option should be exercised. (Page 13)

When does the Put Option expire?

The Put Option expires at 5:00 p.m., New York City time, on Wednesday, February 28, 2018 (the “Expiration Date”), which is the Business Day immediately preceding the Put Option Repurchase Date. We do not expect to extend the period Holders have to exercise the Put Option unless required to do so by federal securities laws. (Page 12)

What are my rights to convert the Notes?

The Notes are convertible under certain circumstances into shares of the Company’s Common Stock, in accordance with and subject to the terms of the Indenture; provided that, under the terms of the Indenture, the Company has the option to make an irrevocable Net Share Settlement Election to settle the conversion in shares of the Company’s Common Stock, cash, or a combination of cash and shares of the Company’s Common Stock. Holders may convert their Notes prior to the close of business on the Scheduled Trading Day immediately preceding

 

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December 1, 2041 under any of the following circumstances: (1) during any calendar quarter if the Last Reported Sale Price of the Company’s Common Stock exceeds 130% of the Conversion Price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per Note for each day of such period was less than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Conversion Rate on each such day; (3) if the Notes have been called for redemption; or (4) upon the occurrence of specified corporate events. As of the date of this Put Right Notice, the Conversion Rate for the Notes is 32.07698 shares of Common Stock per $1,000 original principal amount outstanding, which is equivalent to a Conversion Price of approximately $31.18 per share as of the Redemption Date. Upon conversion, a Holder will not receive any additional shares of the Company’s Common Stock or cash attributable to the Accreted Principal Amount of the Notes in excess of the Original Principal Amount of the Notes. Pursuant to the terms of the Indenture, the Company has made an irrevocable Net Share Settlement Election to settle the conversion of any Notes validly submitted for conversion on or after the date of this Notice entirely in cash.

Under the terms of the Indenture, you may submit your Notes for conversion into cash at any time prior to 5:00 p.m., New York City time, on Monday, March 5, 2018 (the “Conversion Deadline”), which is the Business Day preceding the Redemption Date. (Page 13)

Can the Company redeem the Notes?

Yes. On or after March 6, 2018, the Company may at its option redeem all or part of the Notes for cash at a redemption price (the “Redemption Price”) equal to 100% of the accreted principal amount of the Notes to be redeemed plus accrued and unpaid interest (including Contingent Interest, if any) to, but not including, the applicable redemption date. The Redemption Price is based solely on the requirements of the Indenture and the Notes and bears no relationship to the market price of the Notes or the Company’s Common Stock. Under the terms of the Indenture, the Put Option Repurchase Price and the Redemption Price are economically equivalent, except for any differences in principal accretion and accrued and unpaid interest due based solely on any differences in the date either is paid.

On January 29, 2018, the Company issued a notice of redemption to the Holders to redeem any Notes outstanding on March 6, 2018 (the “Redemption Date”) pursuant to its option under Section 11.01 of the Supplemental Indenture and Article 11 of the Base Indenture. As a result, Notes with respect to which the Put Option is not exercised prior to 5:00 p.m., New York City time on the Expiration Date (or with respect to which the Put Option is exercised and subsequently withdrawn prior to the withdrawal deadline, which is also 5:00 p.m., New York City time on the Expiration Date) and that are not surrendered for conversion prior to 5:00 p.m., New York City time, on Monday, March 5, 2018 (the Conversion Deadline), will be redeemed by the Company on the Redemption Date at the Redemption Price. (Page 16)

Will the Company’s exercise of its redemption right impact the Put Option?

No. The Company is required to repurchase any Notes with respect to which you exercise the Put Option notwithstanding the Company’s exercise of its redemption right. (Page 16)

 

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How will the Company fund the repurchase of the Notes?

We intend to use available cash, which may include amounts borrowed under our revolving credit facility, to fund the repurchase of the Notes. (Page 13)

What are the conditions to the repurchase by the Company of the Notes?

The repurchase by the Company of validly surrendered Notes is not subject to any conditions other than such repurchase being lawful and satisfaction of the procedural requirements described in this Put Right Notice. (Page 12)

How do I exercise the Put Option?

As of the date of this Put Right Notice, all custodians and beneficial holders of the Notes hold the Notes through accounts with The Depository Trust Company (“DTC”) or its nominee and there are no certificated Notes in non-global form. Accordingly, you may exercise the Put Option with respect to your Notes held through DTC in the following manner:

 

    If your Notes are held through a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee and instruct such nominee to exercise your Put Option by surrendering the Notes on your behalf in accordance with DTC’s applicable procedures; or

 

    If you are a DTC participant and hold your Notes through DTC directly, you may exercise the Put Option by surrendering your Notes electronically in accordance with DTC’s applicable procedures.

While we do not expect any Notes to be issued to a Holder other than DTC or its nominee in physical certificates after the date hereof, in the event that physical certificates evidencing the Notes are issued to such a Holder, any such Holder who desires to surrender Notes pursuant to the Put Option and holds physical certificates evidencing such Notes must complete and sign a repurchase notice in the form attached hereto as Schedule B (the “Optional Put Repurchase Notice”) in accordance with the instructions set forth therein, have the signature thereon guaranteed and deliver such manually signed Optional Put Repurchase Notice, together with the certificates evidencing the Notes being surrendered and all necessary endorsements, to the Paying Agent (as defined hereinafter).

By surrendering your Notes through the transmittal procedures of DTC or to the Paying Agent, as applicable, you agree to be bound by the terms of the Put Option set forth in this Put Right Notice. (Page 17)

HOLDERS THAT HOLD NOTES THROUGH DTC ACCOUNTS MAY ONLY EXERCISE THE PUT OPTION BY COMPLYING WITH THE TRANSMITTAL PROCEDURES OF DTC AND SHOULD NOT SUBMIT A PHYSICAL REPURCHASE NOTICE.

 

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If I exercise the Put Option, when will I receive payment for my Notes?

We will forward to the Paying Agent, prior to 1:00 p.m., New York City time, on the Put Option Repurchase Date (Thursday, March 1, 2018), the funds required to pay the Put Option Repurchase Price for all validly surrendered Notes. The Paying Agent will promptly distribute the cash to DTC, the sole Holder of record of the Notes. DTC will thereafter distribute the cash to its participants in accordance with its procedures. To the extent you are not a DTC participant, your broker, dealer, commercial bank, trust company or other nominee, as the case may be, will distribute the cash to you. (Page 21)

Until when can I withdraw my previous exercise of the Put Option?

Notes surrendered for repurchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on Wednesday, February 28, 2018 (the “Expiration Date”). (Page 20)

How do I withdraw my previous exercise of the Put Option?

To withdraw your previous exercise of the Put Option with respect to any Notes, you (or your broker, dealer, commercial bank, trust company or other nominee) must comply with the withdrawal procedures of DTC prior to 5:00 p.m., New York City time, on the Expiration Date. While the Trustee has informed us that, as of the date of this Put Right Notice, there are no certificated Notes in non-global form, in the event that after the date hereof physical certificates evidencing the Notes are issued to a Holder other than DTC or its nominee, any such Holder who desires to withdraw any Notes evidenced by physical certificates with respect to which the Put Option was previously exercised must, instead of complying with DTC withdrawal procedures, complete and sign a withdrawal notice (a “Withdrawal Notice”) in accordance with Section 11.08 of the Supplemental Indenture and deliver such Withdrawal Notice to the Paying Agent prior to 5:00 p.m., New York City time, on the Expiration Date. (Page 20)

HOLDERS THAT HOLD NOTES THROUGH DTC ACCOUNTS MAY ONLY WITHDRAW THEIR PREVIOUS EXERCISE OF THE PUT OPTION WITH RESPECT TO SUCH NOTES BY COMPLYING WITH THE TRANSMITTAL PROCEDURES OF DTC AND SHOULD NOT SUBMIT A PHYSICAL WITHDRAWAL NOTICE.

Do I need to do anything if I do not wish to exercise the Put Option?

No. If you do not exercise the Put Option before the Expiration Date (5:00 p.m., New York City time, on Wednesday, February 28, 2018), such Notes will remain outstanding subject to their existing terms. (Page 17)

What happens if I do not exercise the Put Option?

On January 29, 2018, the Company issued a notice of redemption to the Holders to redeem any Notes outstanding on the Redemption Date (March 6, 2018). If you do not exercise the Put Option before the Expiration Date (5:00 p.m., New York City time, on Wednesday, February 28, 2018) or validly surrender your Notes for conversion prior to the Conversion Deadline (5:00 p.m., New York City time, on Monday, March 5, 2018), we will redeem all of your Notes on the Redemption Date at the Redemption Price. Under the terms of the Indenture, the Put Option Repurchase Price and the Redemption Price are economically equivalent, except for any differences in principal accretion and accrued and unpaid interest due based solely on any differences in the date either is paid. (Page 16)

 

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If I choose to exercise the Put Option, do I have to exercise the Put Option with respect to all of my Notes?

No. You may exercise the Put Option with respect to all of your Notes or any portion of your Notes. If you wish to exercise the Put Option with respect to a portion of your Notes, you must exercise the Put Option with respect to Notes for a principal amount of $1,000 or an integral multiple thereof. In addition, if you do not exercise the Put Option with respect to all of your Notes, or otherwise validly submit all of your Notes for conversion prior to the Conversion Deadline, we will redeem all of your remaining Notes on the Redemption Date. (Page 12)

If I choose to exercise the Put Option, will I continue to be able to exercise my conversion rights?

No. If you choose to exercise the Put Option, your conversion rights will be terminated, unless you withdraw your previously surrendered Notes prior to 5:00 p.m., New York City time, on the Expiration Date. (Page 13)

If I am a U.S. resident for U.S. federal income tax purposes, will I have to pay taxes if I surrender my Notes pursuant to the Put Option?

The receipt of cash in exchange for Notes pursuant to the Put Option will be a taxable transaction for U.S. federal income tax purposes. You should consult with your own tax advisor regarding the actual tax consequences to you. (Page 24)

Who is the Paying Agent?

Wilmington Trust Company is serving as Paying Agent in connection with the Put Option. The Paying Agent’s address and telephone number are set forth on page 3 of this Put Right Notice.

Who can I talk to if I have questions about the Put Option?

Questions and requests for assistance in connection with the exercise of the Put Option may be directed to the Paying Agent at the address and telephone numbers set forth on page 3 of this Put Right Notice.

 

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IMPORTANT INFORMATION CONCERNING THE PUT OPTION

Information Concerning the Company

The Company is a developer, manufacturer and supplier of premium diagnostics products, medical imaging systems and surgical products, with an emphasis on women’s health. The Company operates five core business units focused on breast health, diagnostics, medical aesthetics, GYN surgical and skeletal health.

The principal executive offices of the Company are located at 250 Campus Drive, Marlborough, Massachusetts 01752, and its telephone number is (508) 263-2900.

Information Concerning the Notes

The Notes were issued under the Base Indenture as supplemented by the Supplemental Indenture. The Notes mature on March 1, 2042. As of January 26, 2018, there was $206,017,000 aggregate principal amount of Notes outstanding.

Interest; Accretion

Until March 1, 2018, the Notes will bear interest at a rate of 2.00% per year payable semi-annually in arrears on March 1 and September 1 of each year for the period from and including the immediately preceding interest payment date to but excluding the current interest payment date. Interest will be paid to Holders of record at the close of business on February 15 or August 15, as the case may be, immediately preceding the relevant interest payment date. Interest on the Notes is computed on the basis of a 360-day year of twelve 30-day months. Unless the Company defaults in making the payment of the Put Option Repurchase Price on Notes for which the Put Option has been exercised, interest on the Notes surrendered for repurchase by the Company pursuant to the Put Option and not properly withdrawn will cease to accrue on and after the Put Option Repurchase Date (March 1, 2018).

The Company will not pay cash interest (except Contingent Interest, if any) on and after March 1, 2018, and instead from such date the principal amount of the Notes will accrete principal at a rate that provides Holders with an aggregate yield to maturity of 2.00% per year (computed on a semi-annual bond-equivalent basis).

Beginning with the six-month interest period commencing March 1, 2018, the Company will pay Contingent Interest during any six-month period to the Holders of the Notes if the trading price of the Notes for each of the five trading days ending on the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the accreted principal amount of the Notes. During any six-month period when Contingent Interest shall be payable with respect to the Notes, the Contingent Interest payable per $1,000 original principal amount of the Notes will equal 0.40% of the average trading price of $1,000 original principal amount of the Notes during the five trading days ending on the second trading day immediately preceding the first day of the applicable six-month period. Contingent Interest on the Notes is also computed on the basis of a 360-day year of twelve 30-day months.

 

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Unless the Company defaults in the payment of either the Put Option Repurchase Price on Notes for which the Put Option has been exercised, or the Redemption Price on any remaining outstanding Notes, interest (including Contingent Interest, if any) on the Notes will cease to accrue, and principal will cease to accrete, on and after the Redemption Date (March 6, 2018).

The Company’s Obligation to Repurchase the Notes

Pursuant to the terms of the Notes and the Indenture, on March 1, 2018, which is the Put Option Repurchase Date for the Put Option, the Company is obligated to repurchase all Notes for which the Put Option has been exercised and not withdrawn by the Holders.

The Put Option will expire at 5:00 p.m., New York City time, on Wednesday, February 28, 2018, the Expiration Date, which is the Business Day immediately preceding the Put Option Repurchase Date. To exercise your Put Option to have the Company repurchase your Notes and to receive payment of the Put Option Repurchase Price, you must validly surrender the Notes prior to 5:00 p.m., New York City time on the Expiration Date. We do not expect to extend the period Holders have to exercise the Put Option unless required to do so by federal securities laws. Regardless of whether we extend this period, the Indenture does not provide us with the right to delay the Put Option Repurchase Date. The repurchase by the Company of Notes for which the Put Option is validly exercised is not subject to any conditions other than such repurchase being lawful and satisfaction of the procedural requirements described in this Put Right Notice. You may exercise the Put Option with respect to all of your Notes or any portion of your Notes. If you wish to exercise the Put Option with respect to a portion of your Notes, you must exercise the Put Option with respect to Notes for a principal amount of $1,000 or an integral multiple thereof.

If any Notes remain outstanding following the expiration of the Put Option, and such Notes are not otherwise validly submitted for conversion before the Conversion Deadline, the Company will redeem all of the remaining Notes on the Redemption Date (March 6, 2018) at the Redemption Price.

Put Option Repurchase Price

The repurchase price to be paid by the Company for the Notes on the Put Option Repurchase Date (March 1, 2018) is the Put Option Repurchase Price, which is equal to 100% of the original principal amount of the Notes validly surrendered for repurchase and not withdrawn plus accrued and unpaid interest, if any, to, but not including, the Put Option Repurchase Date.

Pursuant to the terms of the Notes and the Indenture, the next regular Interest Payment Date for the Notes is March 1, 2018. The corresponding Regular Record Date is February 15, 2018. Because the Put Option Repurchase Date falls after the Regular Record Date and on the corresponding Interest Payment Date, the Company will pay accrued and unpaid interest on the Notes through February 28, 2018, to Holders of record on February 15, 2018 of all Notes regardless of whether the Put Option is exercised with

 

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respect to such Notes. There will be accrued and unpaid interest of approximately $10.00 per $1,000 original principal amount of Notes as of the Put Option Repurchase Date. As a result, the Put Option Repurchase Price for Holders of record at the close of business on February 15, 2018 who validly exercise the Put Option prior to the Expiration Date will include accrued and unpaid interest, and will therefore equal approximately $1,010.00 per $1,000 original principal amount of the Notes. If a Holder sells such Holder’s Notes after the Regular Record Date of February 15, 2018, and the subsequent Holder validly exercises the Put Option prior the Expiration Date, the accrued and unpaid Interest payable on the Interest Payment Date will be paid to the Holder of record on February 15, 2018 and not to the Holder who exercised the Put Option. We will pay the Put Option Repurchase Price in cash with respect to any and all Notes validly surrendered for repurchase (and not thereafter withdrawn) prior to 5:00 p.m., New York City time, on Wednesday, February 28, 2018, which is the Expiration Date.

The Put Option Repurchase Price is based solely on the requirements of the Indenture and the Notes and bears no relationship to the market price of the Notes or the Company’s Common Stock. Thus, the Put Option Repurchase Price may be significantly lower or higher than the current market price of the Notes on the Put Option Repurchase Date. Holders are urged to obtain the best available information as to potential current market prices of the Notes, to the extent available, and our Common Stock before making a decision whether to exercise the Put Option.

None of the Trustee, the Company, our Board of Directors, or our employees is making any recommendation to Holders as to whether to exercise the Put Option or refrain from exercising the Put Option. Each Holder must make such Holder’s own decision whether to exercise the Put Option with respect to such Holder’s Notes and, if so, the principal amount of Notes for which the Put Option should be exercised.

Source of Funds

In the event the Put Option is exercised for any Notes, we intend to use available cash, which may include amounts borrowed under our revolving credit facility, to pay the Put Option Repurchase Price for the Notes.

Conversion Rights of the Notes

The Notes are convertible under certain circumstances into shares of the Company’s Common Stock, in accordance with and subject to the terms of the Indenture; provided that, under the terms of the Indenture, the Company has the option to make an irrevocable Net Share Settlement Election to settle the conversion in shares of the Company’s Common Stock, cash, or a combination of cash and shares of the Company’s Common Stock. Under the terms of the Indenture, Holders may convert their Notes prior to the close of business on the Scheduled Trading Day immediately preceding December 1, 2041 under any of the following circumstances: (1) during any calendar quarter if the Last Reported Sale Price of the Company’s Common Stock exceeds 130% of the Conversion Price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five business day

 

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period after any five consecutive trading day period in which the trading price per Note for each day of such period was less than 98% of the product of the Last Reported Sale Price of the Company’s Common Stock and the Conversion Rate on each such day; (3) if the Notes have been called for redemption; or (4) upon the occurrence of specified corporate events. As of the date of this Put Right Notice, the Conversion Rate for the Notes is 32.07698 shares of Common Stock per $1,000 original principal amount outstanding, which is equivalent to a Conversion Price of approximately $31.18 per share as of the Redemption Date. Upon conversion, a Holder will not receive any additional shares of the Company’s Common Stock or cash attributable to the Accreted Principal Amount of the Notes in excess of the Original Principal Amount of the Notes. The Conversion Rate and Conversion Price are subject to adjustment in certain circumstances described in the Indenture. We will promptly disclose any adjustment to the Conversion Rate and Conversion Price that occurs prior to the Conversion Deadline (5:00 p.m., New York City time, on Monday, March 5, 2018). Wilmington Trust Company is also the Conversion Agent for the Notes. The name and address of the Conversion Agent are set forth on page 3 of this Put Right Notice.

Pursuant to the terms of the Indenture, you may convert your Notes at any time prior to 5:00 p.m., New York City time, on Monday, March 5, 2018 (the Conversion Deadline), which is the Business Day preceding the Redemption Date. In order to convert your Notes, you must satisfy the other requirements set forth in the Indenture. Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid Interest, except as set forth below, as the Company’s settlement of the Conversion Obligation shall be deemed to satisfy its obligation to pay the principal amount of the Notes and accrued and unpaid Interest to, but not including, the Conversion Date. As provided in the Indenture, (i) Notes that are submitted for conversion after 5:00 p.m. on February 15, 2018 (a Regular Record Date), and before 9:00 a.m. on March 1, 2018 (the corresponding Interest Payment Date) must be accompanied by payment of an amount in cash equal to the interest payable on the Interest Payment Date, March 1, 2018, and (ii) Holders of such Notes as of 5:00 p.m., New York City time, on February 15, 2018 shall receive the Interest payable on such Notes on the corresponding Interest Payment Date, notwithstanding the conversion. As further provided in the Indenture, the Company shall not be required to convert any Notes that are surrendered for conversion between the Regular Record Date and the Interest Payment Date without payment of Interest as required by the Indenture. Notes may not be converted on or after the Redemption Date unless the Company defaults in the payment of the applicable Redemption Price.

Pursuant to the terms of the Indenture and this Notice, the Company has irrevocably elected to settle the conversion of any Notes validly surrendered for conversion on or after the date of this Notice into cash. As a result, Holders that validly tender Notes for conversion on or after the date of this Notice will receive, for each $1,000 in original principal amount of Notes, cash in an amount equal to the sum of the Daily Conversion Values for each of the 30 VWAP Trading Days during the related Observation Period, as calculated in accordance with the terms of the Indenture. For each such conversion, the Observation Period will begin on and include the third VWAP Trading Day after the related Conversion Date in respect of such Notes. Holders that validly tender Notes for conversion on or after the date of this Notice will receive such cash payment on the third Business Day after the end of the applicable Observation Period.

 

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Any Notes surrendered for repurchase pursuant to a Holder’s Put Option may be converted in accordance with the terms of the Indenture and the Notes only if the Notes surrendered for repurchase have been validly withdrawn from the election to repurchase in accordance with Section 11.08 of the Supplemental Indenture prior to 5:00 p.m., New York City time, on the Expiration Date (February 28, 2018).

Market for the Notes and the Company’s Common Stock

There is no established reporting system or market for trading in the Notes. However, we believe the Notes currently are traded over the counter. We believe that there is no practical way to accurately determine the trading history of the Notes. To the extent that the Notes are traded, prices of the Notes may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company’s operating results, the market price and implied volatility of the Company’s Common Stock, and the market for similar securities.

As described above, Holders have the right to convert their Notes, in certain circumstances and in accordance with and subject to the terms of the Notes and the Indenture, into shares of the Company’s Common Stock. The Common Stock into which the Notes are convertible is listed on NASDAQ under the symbol “HOLX.” The following table sets forth, for the fiscal quarters indicated, the high and low sales prices of the Common Stock as reported by NASDAQ:

 

Fiscal Year Ended September 29, 2018

   High      Low  

First Quarter

   $ 44.19      $ 35.76  

Second Quarter (through January 26, 2018)

     45.09        42.55  

Fiscal Year Ended September 30, 2017

   High      Low  

First Quarter

   $ 41.01      $ 35.15  

Second Quarter

     42.97        37.76  

Third Quarter

     46.80        42.12  

Fourth Quarter

     45.61        36.20  

Fiscal Year Ended September 24, 2016

   High      Low  

First Quarter

   $ 41.66      $ 36.29  

Second Quarter

     39.94        31.84  

Third Quarter

     38.09        32.64  

Fourth Quarter

     39.35        32.81  

Fiscal Year Ended September 26, 2015

   High      Low  

First Quarter

   $ 27.35      $ 22.70  

Second Quarter

     33.33        25.60  

Third Quarter

     38.55        32.12  

Fourth Quarter

     43.00        35.80  

 

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On January 26, 2018, the last reported sales price of the Common Stock on NASDAQ was $43.38 per share. As of January 25, 2018, there were approximately 289,087,617 shares of Common Stock outstanding. We urge you to obtain current market information for the Notes, to the extent available, and the Common Stock before making any decision with respect to the Put Option.

Redemption

On or after March 6, 2018, the Company may at its option redeem all or part of the Notes for cash at the Redemption Price, which is equal to 100% of the accreted principal amount of the Notes to be redeemed plus accrued and unpaid interest (including Contingent Interest, if any) to, but not including, the applicable redemption date, on at least 30 days’ and no more than 60 days’ notice to the Holders. As of March 6, 2018, the Accreted Principal Amount of the Notes, if not otherwise surrendered to the Company for repurchase or conversion, will be $1,000.28 per $1,000. Holders may convert Notes or portions of Notes called for redemption even if the Notes are not otherwise convertible at that time, until 5:00 p.m., New York City time, on the Business Day preceding the applicable redemption date.

On January 29, 2018, the Company issued a notice of redemption to the Holders to redeem any Notes outstanding on the Redemption Date (March 6, 2018). As a result, Notes with respect to which the Put Option is not exercised prior to the Expiration Date (5:00 p.m., New York City time, on Wednesday, February 28, 2018) (or with respect to which the Put Option is exercised and subsequently withdrawn prior to the withdrawal deadline) and that are not surrendered for conversion prior to the Conversion Deadline (5:00 p.m., New York City time, on Monday, March 5, 2018), will be redeemed by the Company on the Redemption Date at the Redemption Price. Under the terms of the Indenture, the Put Option Repurchase Price and the Redemption Price are economically equivalent, except for any differences in principal accretion and accrued and unpaid interest due based solely on any differences in the date either is paid.

Fundamental Change

Under the Indenture, Holders may require the Company to repurchase for cash such Holder’s Notes if there is a Fundamental Change (as defined in the Indenture) at a repurchase price equal to 100% of the accreted principal amount of the Notes to be repurchased plus accrued and unpaid interest (including Contingent Interest, if any) to, but not including, the Fundamental Change Repurchase Date (as defined in the Indenture). In the event of a Make-Whole Fundamental Change (as defined in the Indenture), if a Holder elects to exercise such Holder’s conversion right with respect to such Holder’s Notes, the Conversion Rate for such Notes would be increased by an amount determined in accordance with the Indenture.

 

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Ranking

The Notes are the Company’s senior unsecured obligations and rank equally with all of its existing and future senior unsecured debt and prior to all future subordinated debt. The Notes are effectively subordinated to any future secured indebtedness to the extent of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

Procedures to be Followed by Holders Electing to Exercise the Put Option

Holders will not be entitled to receive the Put Option Repurchase Price for their Notes unless they validly surrender and do not withdraw the Notes prior to 5:00 p.m., New York City time, on the Expiration Date (February 28, 2018). Holders may exercise the Put Option with respect to all of their Notes or any portion of their Notes provided that Holders who wish to exercise the Put Option with respect to a portion of their Notes must exercise the Put Option with respect to Notes for a principal amount of $1,000 or an integral multiple thereof. If Holders do not validly surrender their Notes prior to 5:00 p.m., New York City time, on the Expiration Date, their Notes will remain outstanding subject to the existing terms of the Notes and the Indenture.

Method of Delivery

As of the date of this Put Right Notice, all custodians and beneficial holders of the Notes hold the Notes through DTC accounts and there are no certificated Notes in non-global form. Accordingly, unless physical certificates are issued following the date hereof, all Notes surrendered for repurchase hereunder must be delivered in accordance with DTC’s applicable procedures. Valid delivery of Notes via DTC’s applicable procedures will constitute an Optional Put Repurchase Notice satisfying Holders’ requirements under the Indenture. Delivery of Notes and all other required documents, including delivery and acceptance through DTC’s applicable procedures, is at the election and risk of the person surrendering such Notes.

HOLDERS THAT HOLD NOTES THROUGH DTC ACCOUNTS MAY ONLY EXERCISE THE PUT OPTION BY COMPLYING WITH THE TRANSMITTAL PROCEDURES OF DTC AND SHOULD NOT SUBMIT A PHYSICAL REPURCHASE NOTICE.

Agreement to be Bound by the Terms of the Put Option

By exercising the Put Option with respect to any portion of your Notes by surrendering such Notes through the transmittal procedures of DTC, you acknowledge and agree as follows:

 

    such Notes shall be purchased as of the Put Option Repurchase Date (March 1, 2018) pursuant to the terms and conditions set forth in this Put Right Notice;

 

    you agree to all of the terms of this Put Right Notice;

 

    you have received this Put Right Notice and acknowledge that this Put Right Notice provides the notice required pursuant to the Indenture;

 

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    upon the terms and subject to the conditions set forth in this Put Right Notice, the Indenture and the Notes, and effective upon the acceptance for payment thereof, you (i) irrevocably sell, assign and transfer to the Company all right, title and interest in and to all the Notes surrendered, (ii) release and discharge the Company and its directors, officers, employees and affiliates from any and all claims you may now have, or may have in the future, arising out of, or related to, the Notes, including, without limitation, any claims that you are entitled to receive additional principal or interest payments with respect to the Notes or to participate in any redemption or defeasance of the Notes (other than claims with respect to federal securities laws) and (iii) irrevocably constitute and appoint the Paying Agent as your true and lawful agent and attorney-in-fact with respect to any such surrendered Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver certificates representing such Notes, or transfer ownership of such Notes, on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company, (b) present such Notes for transfer on the relevant security register and (c) receive all benefits or otherwise exercise all rights of beneficial ownership of such Notes (except that the Paying Agent will have no rights to, or control over, funds from the Company, except as agent for the Company, for the Put Option Repurchase Price of any surrendered Notes that are purchased by the Company), all in accordance with the terms set forth in this Put Right Notice;

 

    you represent and warrant that you (i) own the Notes surrendered and are entitled to surrender such Notes and (ii) have full power and authority to surrender, sell, assign and transfer the Notes surrendered hereby and that when such Notes are accepted for repurchase and payment by the Company, the Company will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right;

 

    you agree, upon request from the Company, to execute and deliver any additional transfer documents deemed by the Paying Agent or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Notes surrendered;

 

    you understand that all Notes validly surrendered for repurchase and not withdrawn prior to 5:00 p.m., New York City time, on February 28, 2018 will be repurchased at the Put Option Repurchase Price, in cash, pursuant to the terms and conditions of the Indenture, the Notes, the Put Right Notice and related notice materials, as amended and supplemented from time to time;

 

    surrendered Notes may be withdrawn by complying with the withdrawal procedures of DTC at any time prior to 5:00 p.m., New York City time, on February 28, 2018;

 

    all authority conferred or agreed to be conferred pursuant to your exercise of the Put Option hereby shall survive your death or incapacity and every obligation of yours shall be binding upon your heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives; and

 

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    all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any surrender of Notes pursuant to the procedures described in this Put Right Notice and the form and validity (including time of receipt of notice of withdrawal) of all documents will be determined by the Company, in its discretion, provided that in the event of a dispute, a Holder may challenge the Company’s determinations in a court of competent jurisdiction.

Exercise of Put Option and Delivery of Notes

Notes Held Through a Custodian. If you wish to exercise the Put Option with respect to any of your Notes and your Notes are held by a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee and instruct such nominee to surrender the Notes for repurchase on your behalf through the transmittal procedures of DTC as set forth below in “Notes Held by a DTC Participant” prior to 5:00 p.m., New York City time, on Wednesday, February 28, 2018 (the Expiration Date). The Company will, upon request, reimburse brokers, dealers, commercial banks, trust companies or other nominees for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their customers who are beneficial owners of the Notes held by them as a nominee or in a fiduciary capacity. The Company hereby requests that each broker, dealer, commercial bank, trust company or other nominee that holds Notes inform the Company of the approximate number of beneficial owners of the Notes that are held by such nominee.

Notes Held by a DTC Participant (in Global Form). If you are a DTC participant who wishes to exercise the Put Option with respect to any of your Notes, you must:

 

    deliver to the Paying Agent’s account at DTC through DTC’s book-entry system your beneficial interest in the Notes prior to 5:00 p.m., New York City time, on the Expiration Date; and

 

    electronically transmit your acceptance through DTC’s applicable procedures, prior to 5:00 p.m., New York City time, on the Expiration Date.

In exercising the Put Option through DTC’s applicable procedures, the electronic instructions sent to DTC by you or by a broker, dealer, commercial bank, trust company or other nominee on your behalf, and transmitted by DTC to the Paying Agent, will acknowledge, on behalf of you and DTC, your receipt of and agreement to be bound by the terms of the Put Option, including those set forth above under “Agreement to be Bound by the Terms of the Put Option.”

Notes Held in Certificated Non-Global Form. While we do not expect any Notes to be issued to a Holder other than DTC or its nominee in physical certificates after the date hereof, in the event that physical certificates evidencing the Notes are issued to such a Holder, then, in order to exercise the Put Option with respect to such Notes, any such Holder of such Notes must complete and sign an Optional Put Repurchase Notice in the form attached hereto as Schedule B in accordance with the instructions set forth therein, have the signature thereon guaranteed (as described below) and deliver such manually signed Optional Put Repurchase Notice, together with the certificates evidencing the Notes being surrendered and all necessary endorsements, to the Paying Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

 

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All signatures on an Optional Put Repurchase Notice and endorsing the Notes must be guaranteed by an “Eligible Institution.” An Eligible Institution is a firm which is a member in good standing of a Medallion Signature Guarantee Program recognized by the Paying Agent (for example, the Securities Transfer Agent’s Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program). An Eligible Institution includes firms that are members of a registered national securities exchange, members of the National Association of Securities Dealers, Inc., commercial banks or trust companies having an office in the United States and certain other eligible guarantors. Signatures need not be guaranteed if such Notes are tendered for the account of an Eligible Institution. If an Optional Put Repurchase Notice or any Note is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted.

You bear the risk of untimely surrender of your Notes. You must allow sufficient time for completion of the necessary DTC or Paying Agent procedures, as applicable, before 5:00 p.m., New York City time, on the Expiration Date.

Right of Withdrawal

You may withdraw your previous exercise of the Put Option with respect to any notes at any time prior to 5:00 p.m., New York City time, on February 28, 2018 (the Expiration Date), which is the Business Day immediately preceding the Put Option Repurchase Date.

Except as described below with respect to Notes, if any, for which physical certificates are issued to a Holder other than DTC or its nominee, in order to withdraw your previous exercise of the Put Option, you (or your broker, dealer, commercial bank, trust company or other nominee) must comply with the withdrawal procedures of DTC prior to 5:00 p.m., New York City time, on February 28, 2018 (the Expiration Date). This means you (or your broker, dealer, commercial bank, trust company or other nominee) must deliver, or cause to be delivered, a valid withdrawal request through DTC’s applicable procedures before 5:00 p.m., New York City time, on February 28, 2018 (the Expiration Date). The withdrawal notice must:

 

    specify the DTC Voluntary Put Option Instruction Number, the name of the participant for whose account such Notes were tendered and such participant’s account number at DTC to be credited with the withdrawn Notes;

 

    contain a description of the Notes to be withdrawn (including the principal amount to be withdrawn); and

 

    be submitted through DTC’s applicable procedures by such participant under the same name as the participant’s name listed in the original tender, or be accompanied by evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Notes.

 

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In the event that after the date hereof physical certificates evidencing the Notes are issued to a Holder other than DTC or its nominee, any such Holder who desires to withdraw any previously surrendered Notes evidenced by physical certificates must, instead of complying with DTC withdrawal procedures, complete and sign a Withdrawal Notice in accordance with the Indenture and deliver such Withdrawal Notice to the Paying Agent prior to 5:00 p.m., New York City time, on February 28, 2018 (the Expiration Date). Pursuant to the Indenture, the Withdrawal Notice must specify:

 

    the principal amount of the Notes with respect to which such Withdrawal Notice is being submitted;

 

    the certificate numbers of the Notes to be withdrawn; and

 

    the principal amount, if any, of such Notes which remains subject to the Optional Put Repurchase Notice, which portion must be in a principal amount of $1,000 or an integral multiple thereof.

In addition, pursuant to Rule 13e-4(f)(2)(ii) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holders are advised that if they timely surrendered Notes for repurchase under the Put Option, they are also permitted to withdraw such Notes after midnight, New York City time, on Wednesday, March 28, 2018 in the event that the Company has not yet accepted the Notes for payment as of that time. Pursuant to the Indenture, the Company is required to forward to the Paying Agent, prior to 1:00 p.m., New York City time, on March 1, 2018 (the Put Option Repurchase Date) the appropriate amount of cash required to pay the Put Option Repurchase Price for all Notes with respect to which the Put Option has been exercised and not withdrawn.

You may exercise the Put Option with respect to Notes previously withdrawn from the Put Option by following the procedures described above under “Procedures to be Followed by Holders Electing to Exercise the Put Option.”

We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. In the event of a dispute, a Holder may challenge the Company’s determinations in a court of competent jurisdiction.

You bear the risk of untimely withdrawal of your Notes. You must allow sufficient time for completion of the necessary DTC or Paying Agent procedures before 5:00 p.m., New York City time, on the Expiration Date.

Payment for Surrendered Notes

We will promptly forward to the Paying Agent, prior to 1:00 p.m., New York City time, on March 1, 2018 (the Put Option Repurchase Date) the appropriate amount of cash required to pay the Put Option Repurchase Price for all Notes with respect to which the Put Option has been exercised and not withdrawn, and the Paying Agent will thereafter promptly distribute the cash

 

21


to DTC, the sole Holder of record of the Notes. DTC will thereafter distribute the cash to its participants in accordance with its procedures. To the extent that you are not a DTC participant, your broker, dealer, commercial bank, trust company or other nominee, as the case may be, will distribute the cash to you. In the event that after the date hereof physical certificates evidencing the Notes are issued to a Holder other than DTC or its nominee and the Put Option is exercised and not withdrawn with respect to such Notes, then the Paying Agent (to the extent funded by the Company) will pay the Put Option Repurchase Price for such Notes to the Holder promptly following the Put Option Repurchase Date, provided that such Notes are delivered to the Paying Agent together with all necessary endorsements as described above under “Exercise of Put Option and Delivery of Notes – Notes Held in Certificated Non-Global Form.”

In the event the Put Option is exercised for any Notes, we intend to use available cash, which may include borrowings under our revolving credit facility, to pay the Put Option Repurchase Price for the Notes. The total amount of funds required to repurchase all of the Notes on March 1, 2018 is $208,077,170.

Notes Acquired

Any Notes repurchased by us pursuant to the Put Option will be cancelled by the Trustee pursuant to the terms of the Indenture.

Plans or Proposals of the Company

Except as described in these materials or in filings by the Company with the Securities Exchange Commission (the “SEC”) or as previously announced, the Company and its directors and executive officers do not currently have any plans, proposals or negotiations that would be material to a Holder’s decision to exercise the Put Option, which relate to or which would result in:

 

    any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

 

    any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

 

    any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;

 

    any change in the present Board of Directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;

 

    any other material change in the corporate structure or business of the Company;

 

    any class of equity securities of the Company to be delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotation system operated by a national securities association;

 

22


    any class of equity securities of the Company becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;

 

    the suspension of the obligation of the Company to file reports under Section 15(d) of the Exchange Act;

 

    the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; or

 

    any changes in the charter, bylaws or other governing instruments of the Company or other actions that could impede the acquisition of control of the Company.

On January 29, 2018, the Company issued a notice of redemption to the Holders to redeem any Notes outstanding on the Redemption Date (March 6, 2018). As a result, Notes with respect to which the Put Option is not exercised prior to the Expiration Date (5:00 p.m., New York City time, on Wednesday, February 28, 2018) (or with respect to which the Put Option is exercised and subsequently withdrawn prior to the withdrawal deadline) and that are not surrendered for conversion prior to the Conversion Deadline (5:00 p.m., New York City time, on Monday, March 5, 2018), will be redeemed by the Company on the Redemption Date at the Redemption Price. Under the terms of the Indenture, the Put Option Repurchase Price and the Redemption Price are economically equivalent, except for any differences in principal accretion and accrued and unpaid interest due based solely on any differences in the date either is paid.

Interests of Directors, Executive Officers and Affiliates of the Company in the Notes

Based on a reasonable inquiry by the Company:

 

    none of the executive officers or directors of the Company or any associate of such executive officers or directors has any beneficial interest in the Notes;

 

    during the 60 days preceding the date of this Put Right Notice, none of the executive officers or directors of the Company or of its subsidiaries has engaged in any transactions in the Notes;

The Company will not repurchase any Notes from its affiliates or the executive officers or directors of the Company.

None of the Company or any of its associates or majority-owned subsidiaries has any beneficial interest in the Notes. During the 60 days preceding the date of this Put Right Notice, none of the Company or any of its associates or subsidiaries has engaged in any transactions in the Notes.

A list of the directors and executive officers of the Company and their addresses is attached to this Put Right Notice as Schedule A.

 

23


Repurchase of Notes by the Company and Its Affiliates

On January 29, 2018, the Company issued a notice of redemption to the Holders to redeem any Notes outstanding on the Redemption Date (March 6, 2018). As a result, Notes with respect to which the Put Option is not exercised prior to the Expiration Date (5:00 p.m., New York City time, on Wednesday, February 28, 2018) (or with respect to which the Put Option is exercised and subsequently withdrawn prior to the withdrawal deadline) and that are not surrendered for conversion prior to the Conversion Deadline (5:00 p.m., New York City time, on Monday, March 5, 2018), will be redeemed by the Company on the Redemption Date at the Redemption Price.

Agreements Involving the Company’s Securities

The Company has entered into the following agreements relating to the Notes:

 

    the Base Indenture; and

 

    the Supplemental Indenture.

There are no agreements between the Company and any other person with respect to any other securities issued by the Company that are material to the Put Option or the Notes. The Company is not aware of any agreements between any directors or executive officers of the Company and any other person with respect to any other securities issued by the Company that are material to the Put Option or the Notes.

Certain United States Federal Income Tax Considerations

The following discussion, which is for general information only, is a summary of certain material U.S. federal income tax considerations relating to the surrender of Notes for repurchase pursuant to the Put Option. This discussion does not purport to be a complete analysis of all potential tax effects of the exercise of the Put Option. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, rulings, other administrative guidance and judicial decisions all as in effect as of the date hereof, and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This summary applies only to Holders who hold Notes as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). Moreover, this discussion does not address all of the U.S. federal income tax consequences that may be relevant to a Holder in light of its particular circumstances, nor does it purport to deal with persons subject to special tax treatment under U.S. federal income tax law, such as banks, financial institutions, insurance companies, retirement plans, regulated investment companies, tax exempt investors, dealers in securities or currencies, U.S. expatriate or former long-term residents, persons holding Notes as a position in a “straddle,” “hedge,” “conversion” or other integrated transaction for tax purposes, Holders whose functional currency is not the U.S. dollar, traders in securities who elect the mark-to-market method of accounting, Holders that are subject to the alternative minimum tax provisions of the Code, personal holding companies, real estate investment trusts and partnerships and other pass-through entities. Further, this discussion does not address the consequences under U.S. federal estate or gift tax laws or other U.S. federal tax laws (other than U.S. federal income tax laws) or the laws of any U.S. state or locality or any foreign jurisdiction.

 

24


If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partners of partnerships that own Notes should consult their own tax advisors about the U.S. federal income tax consequences of surrendering Notes pursuant to the Put Option.

THIS SUMMARY IS NOT A SUBSTITUTE FOR AN INDIVIDUAL ANALYSIS OF THE TAX CONSEQUENCES TO YOU OF SURRENDERING NOTES FOR REPURCHASE PURSUANT TO THE PUT OPTION. WE URGE YOU TO CONSULT A TAX ADVISOR REGARDING THE PARTICULAR FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF SURRENDERING NOTES FOR REPURCHASE PURSUANT TO THE PUT OPTION IN LIGHT OF YOUR OWN SITUATION.

For purposes of the discussion that follows, a “U.S. Holder” is a beneficial owner of the Notes that for U.S. federal income tax purposes is: an individual citizen or resident of the United States; a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; an estate if its income is subject to U.S. federal income taxation regardless of its source; or a trust if (1) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have authority to control all of its substantial decisions or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. As used herein, a “Non-U.S. Holder” is a beneficial owner of the Notes that is, for U.S. federal income tax purposes, an individual, corporation (or other entity that is taxable as a corporation for U.S. federal income tax purposes), estate or trust and that is not a U.S. Holder.

Classification of the Notes

Under the Indenture governing the Notes, the Company and every Holder agreed (in the absence of administrative pronouncement or judicial ruling to the contrary), for U.S. federal income tax purposes, to treat the Notes as debt instruments subject to the Treasury regulations governing contingent payment debt instruments (the “contingent debt regulations”) and to be bound by the Company’s application of the contingent debt regulations to the Notes, including the determination of the rate at which interest is deemed to accrue on the Notes and the related “projected payment schedule.” The remainder of this discussion assumes that the Notes have been treated in the manner described above and that an exercise of the Put Option will result in an unscheduled retirement for purposes of the contingent debt regulations. However, the proper application of the contingent debt regulations to the Notes is uncertain in a number of respects, and no assurance can be given that the Internal Revenue Service (“IRS”) will not assert that the Notes should be treated differently. Holders of the Notes are urged to consult their own tax advisors regarding the application of the contingent debt regulations to the surrender of Notes for repurchase pursuant to the Put Option.

U.S. Holders

Surrender of Notes for Repurchase. A U.S. Holder who receives cash in exchange for a Note surrendered pursuant to the Put Option will generally recognize taxable gain or loss equal to the difference between (i) the amount of cash received by the U.S. Holder in consideration for the surrender of the Note, reduced by any net negative adjustment carried forward, and (ii) the U.S. Holder’s adjusted tax basis in the Note surrendered. A U.S. Holder’s adjusted tax basis in a Note will generally be equal to the cost of the Note to the U.S. Holder, (i) increased by any interest

 

25


income previously accrued by such U.S. Holder with respect to such Note (determined without regard to any positive or negative adjustments to interest accruals that arise because projected payments differ from the actual amounts paid), (ii) decreased by the amount of any noncontingent payments and the projected amount of any contingent payments that have been previously scheduled to be made (regardless of actual payment) on the Note, and (iii) increased or decreased by the amount of any positive or negative adjustment, respectively, that the U.S. Holder was required to make because of a difference between such U.S. Holder’s tax basis and the adjusted issue price of the Note.

A U.S. Holder generally will treat (i) any gain as ordinary interest income and (ii) any loss as ordinary loss to the extent of the excess of previous interest inclusions over the total net negative adjustments previously taken into account as ordinary loss, and the balance as capital loss (which will be long-term if the Note was held for more than one year). The deductibility of capital losses is subject to limitations. A U.S. Holder who sells the Notes at a loss that meets certain thresholds may be required to file a disclosure statement with the IRS.

Information Reporting and Backup Withholding. In general, information reporting requirements will apply to the amount paid to a U.S. Holder in consideration for the surrender of a Note pursuant to the Put Option, unless the U.S. Holder is an exempt recipient (such as a corporation) and, if requested, certifies as to that status. Under the backup withholding provisions of the Code, a U.S. Holder who surrenders Notes for cash pursuant to the Put Option will generally also be subject to backup withholding on that payment unless such U.S. Holder (i) is an exempt recipient and, when required, establishes this fact or (ii) provides a Taxpayer Identification Number (Employer Identification Number or Social Security Number) and satisfies certain certification requirements. U.S. Holders electing to surrender Notes should complete an IRS Form W-9 and attach it to the Notes being surrendered. If you are a U.S. Holder exempt from backup withholding under the Code, please provide your Taxpayer Identification Number and so indicate on the Form W-9. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided that the holder timely furnishes certain required information to the IRS.

Non-U.S. Holders

Surrender of Notes for Repurchase. Subject to the discussion of backup withholding below, all payments made to a Non-U.S. Holder in exchange for Notes surrendered pursuant to the Put Option and any gain realized by such Non-U.S. Holder on a sale of the Notes pursuant to the Put Option will generally not be subject to U.S. federal income or withholding tax provided that:

 

    the Non-U.S. Holder (1) does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, (2) is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership and (3) is not a bank receiving certain types of interest;

 

    the certification requirement described below has been satisfied with respect to the Non-U.S. Holder;

 

    such payments and gain are not effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States;

 

26


    such Non-U.S. Holder is not an individual who is present in the United States for 183 days or more in the taxable year of disposition or certain other conditions are not met;

 

    our Common Stock is actively traded within the meaning of Section 871(h)(4)(C)(v)(I) of the Code (which, for these purposes and subject to certain exceptions, includes trading on NASDAQ); and

 

    we are not, and have not been within the shorter of the five-year period preceding such sale and the period during which the Non-U.S. Holder held the Notes, a United States real property holding corporation (“USRPHC”).

We believe that we are not currently, and have not been during the last five years, a USRPHC, and we do not anticipate becoming a USRPHC in the near future. The certification requirement referred to above will be satisfied if the beneficial owner of a Note certifies on IRS Form W-8BEN, W-8BEN-E (or other suitable W-8 or successor form), under penalties of perjury, that it is not a United States person and provides its name and address or otherwise satisfies applicable documentation requirements. If a Non-U.S. Holder is engaged in a trade or business in the United States, and if interest on the Note, or any gain realized on the sale of the Note, is effectively connected with the conduct of this trade or business (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder), the Non-U.S. Holder, although exempt from U.S. withholding tax with respect to such interest or gain, will generally be subject to regular U.S. federal income tax on such interest or gain in substantially the same manner as if it were a U.S. Holder. In lieu of the certificate described above, such a Non-U.S. Holder would be required to provide a properly executed IRS Form W-8ECI (or suitable successor form) in order to claim an exemption from U.S. withholding tax. In addition, if such Non-U.S. Holder is a foreign corporation, such holder may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments. Non-U.S. Holders should consult their tax advisors with respect to other tax consequences of surrendering Notes pursuant to the Put Option.

Information Reporting and Backup Withholding. Payments to a Non-U.S. Holder in exchange for Notes surrendered pursuant to the Put Option may be subject to U.S. information reporting and backup withholding unless the Non-U.S. Holder complies with certification procedures to establish that it is not a United States person. The certification procedures confirming foreign status, described above under “Non-U.S. Holders—Surrender of Notes for Repurchase,” will generally satisfy the certification requirements necessary to avoid backup withholding as well. However, the applicable withholding agent may be required to report to the IRS and to the Non-U.S. Holder the amount of, and the tax withheld with respect to, any interest paid to a Non-U.S. Holder. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the Non-U.S. Holder’s U.S. federal income tax liability, provided that the holder timely furnishes certain required information to the IRS.

 

27


Unearned Income Medicare Contribution Tax

An additional 3.8% tax will be imposed on all or a portion of the “net investment income” of certain U.S. citizens and resident aliens and the undistributed “net investment income” of certain estates and trusts (the “Medicare tax”). Among other items, “net investment income” generally includes interest and certain net gain from the disposition of property (which may include the Notes), less certain deductions. Holders that are U.S. citizens, resident aliens, estates, or trusts that dispose of their Notes pursuant to the Put Option are urged to consult their own tax advisors regarding the applicability of the Medicare tax.

The description of tax considerations is for general information only and is not tax advice. We recommend that Holders consult with their own tax and financial advisors with respect to the tax consequences of surrendering Notes for repurchase pursuant to the Put Option, including the applicability and effect of federal, state, local and foreign tax laws, before surrendering their Notes for repurchase pursuant to the Put Option.

Additional Information

The Company is subject to the reporting and other informational requirements of the Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the SEC located at Station Place, 100 F Street, N.E., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. Such material may also be accessed electronically by means of the SEC’s home page on the Internet at www.sec.gov.

The Company also makes available, free of charge, on or through the Company’s Internet website at http://www.hologic.com all of the documents that it files with or furnishes to the SEC as soon as reasonably practicable after it electronically files such material with the SEC. However, the information contained on the Company’s website does not constitute a part of this Put Right Notice and is not incorporated by reference herein.

The Company has filed with the SEC a Tender Offer Statement on Schedule TO, pursuant to Section 13(e) of the Exchange Act and Rule 13e-4 promulgated thereunder, furnishing certain information with respect to the Put Option. The Tender Offer Statement on Schedule TO, together with any exhibits and any amendments thereto, may be examined and copies may be obtained at the same places and in the same manner as set forth above.

The documents listed below (as such documents may be amended from time to time) contain important information about the Company and its financial condition:

 

    The Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the SEC on November 21, 2017;

 

    The Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on January 26, 2018;

 

28


    The Company’s Current Reports on Form 8-K filed with the SEC on October 4, 2017 (two reports; excluding Item 7.01), October 5, 2017, October 10, 2017, November 2, 2017, November 9, 2017, November 14, 2017, November 22, 2017, December 1, 2017, January 11, 2018, January 16, 2018, January 17, 2018 and January 19, 2018, except for portions or such reports which were deemed to be furnished and not filed;

 

    The description of the Company’s Common Stock contained in the registration statement on Form 8-A, filed with the SEC on January 31, 1990; and

 

    All documents filed with the SEC by the Company pursuant to Sections 13, 14 and 15(d) of the Exchange Act subsequent to the date of this Put Right Notice and prior to the Put Option Repurchase Date (March 1, 2018), but excluding any information furnished to, rather than filed with, the SEC.

In the event of conflicting information in these documents, the information in the latest filed documents should be considered correct.

No Solicitations

The Company has not employed any persons to make solicitations or recommendations in connection with the Put Option.

Definitions

All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture and the Notes.

Conflicts

In the event of any conflict between this Put Right Notice on the one hand and the terms of the Indenture or the Notes or any applicable laws on the other hand, the terms of the Indenture or the Notes or applicable laws, as the case may be, will control.

None of the Trustee, the Company, our Board of Directors, or our employees, as applicable, is making any recommendation to any Holder as to whether to exercise the Put Option or refrain from exercising the Put Option pursuant to this Put Right Notice. Each Holder must make such Holder’s own decision whether to exercise the Put Option with respect to such Holder’s Notes and, if so, the principal amount of Notes for which the Put Option should be exercised.

*  *  *  *  *

HOLOGIC, INC.

By: Wilmington Trust Company, as Trustee

Dated: January 29, 2018

 

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SCHEDULE A. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names of each member of the Company’s board of directors and each of the Company’s executive officers:

Directors

 

Name

  

Title

Stephen P. MacMillan    Chairman
Sally W. Crawford    Director
Charles J. Dockendorff    Director
Scott T. Garrett    Director
Lawrence M. Levy    Director
Namal Nawana    Director
Christiana Stamoulis    Director
Elaine S. Ullian    Director
Amy M. Wendell    Director

Executive Officers

 

Name

  

Title

Stephen P. MacMillan    Chairman, President and Chief Executive Officer
Allison P. Bebo    Senior Vice President, Human Resources
John M. Griffin    General Counsel
Robert W. McMahon    Chief Financial Officer
Peter J. Valenti III    Division President, Breast and Skeletal Health Solutions
Thomas A. West    Division President, Diagnostics Solutions

The business address of each person set forth above is c/o Hologic, Inc., 250 Campus Drive, Marlborough, Massachusetts 01752, and its telephone number there is (508) 263-2900.

 

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SCHEDULE B. OPTIONAL PUT REPURCHASE NOTICE

FORM OF OPTIONAL PUT REPURCHASE NOTICE AND FUNDAMENTAL

CHANGE REPURCHASE NOTICE

To: Hologic, Inc.

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Hologic, Inc. (the “Company”) as to the occurrence of (check the appropriate box):

 

  a Fundamental Change with respect to the Company;

 

  an Optional Put Repurchase Date;

and hereby directs the Company to pay, or cause the Trustee (to the extent funded by the Company) to pay, it or                      an amount in cash equal to 100% of the Accreted Principal Amount, or the portion thereof (which is $1,000 in Original Principal Amount or an integral multiple thereof) below designated, to be repurchased plus interest accrued to, but excluding, the Optional Put Repurchase Date or the Fundamental Change Repurchase Date, as applicable, except as provided in the Supplemental Indenture.

Dated:

 

 

 

 

Signature(s)

Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

 

 

Signature Guaranteed

Certificate number(s), if applicable, of Note(s) tendered for repurchase:                             

Principal amount to be repurchased (at least U.S. $1,000 Original Principal Amount or an integral multiple of $1,000 in excess

thereof):                             

Remaining principal amount following such repurchase (not less than U.S. $1,000 Original Principal Amount):                             

 

By:    
  Authorized Signatory

 

31

Exhibit (A)(1)(B)

LOGO

FormW-9 (Rev. November 2017) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ? Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above on page 3. Instructions Print or type. Specific See 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate single-member LLC Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ? Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) ? 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code 7 List account number(s) here (optional) Requester’s name and address (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number – – or Employer identification number Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of Here U.S. person ? Date ? General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 11-2017)


LOGO

Form W-9 (Rev. 11-2017) Page 2 By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. contained in the saving clause of a tax treaty to claim an exemption If you are a U.S. resident alien who is relying on an exception to Form W-9 that specifies the following five items. from U.S. tax on certain types of income, you must attach a statement which you claimed exemption from tax as a nonresident alien. 1. The treaty country. Generally, this must be the same treaty under 2. The treaty article addressing the income. saving clause and its exceptions. 3. The article number (or location) in the tax treaty that contains the from tax. 4. The type and amount of income that qualifies for the exemption the treaty article. 5. Sufficient facts to justify the exemption from tax under the terms of exemption from tax for scholarship income received by a Example. Article 20 of the U.S.-China income tax treaty allows Chinese an student will become a resident alien for tax student temporarily present in the United States. Under purposes if his or her stay in U.S. law, this the first Protocol to the the United States exceeds 5 U.S.-China treaty (dated April 30, 1984) allows calendar years. However, paragraph 2 of student the provisions of becomes a resident alien of the United States. A Chinese Article 20 to continue to apply even after the Chinese protocol) and is relying on this exception to claim an student who qualifies for this exception (under paragraph 2 of exemption from tax the first W-9 a statement that includes the on his or her scholarship or fellowship information described above to income would attach to Form support that exemption. appropriate completed Form W-8 or Form 8233. If you are a nonresident alien or a foreign entity, give the requester the Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.


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Form W-9 (Rev. 11-2017) Page 3 Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701 -2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is THEN check the box for a(n) • Corporation Corporation • Individual Individual/sole proprietor or single- • Sole proprietorship, or member LLC • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. • LLC treated as a partnership for Limited liability company and enter U.S. federal tax purposes, the appropriate tax classification. • LLC that has filed Form 8832 or (P= Partnership; C= C corporation; 2553 to be taxed as a corporation, or S= S corporation) or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947


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Form W-9 (Rev. 11-2017) Page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for THEN the payment is exempt for Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over 1 through 52 $5,0001 Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472 -1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472 -1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the pay or changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below.


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Form W-9 (Rev. 11-2017) Page 5 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint The actual owner of the account or, if account) other than an account combined funds, the first individual on maintained by an FFI the account1 3. Two or more U.S. persons Each holder of the account (joint account maintained by an FFI) 4. Custodial account of a minor The minor ² (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust The grantor-trustee1 (grantor is also trustee) b. So-called trust account that is not The actual owner1 a legal or valid trust under state law 6. Sole proprietorship or disregarded The owner ³ entity owned by an individual 7. Grantor trust filing under Optional The grantor* Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an The owner individual 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 11. Association, club, religious, The organization charitable, educational, or other tax- exempt organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee For this type of account: Give name and EIN of: 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.


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Form W-9 (Rev. 11-2017) Page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Exhibit (A)(5)

Hologic Announces Upcoming Put Option and

Notice of Redemption of 2.00% Convertible Senior Notes Due 2042

Marlborough, Mass., January 29, 2018 – Hologic, Inc. (Nasdaq: HOLX) announced today that holders of the 2.00% Convertible Senior Notes due 2042 (CUSIP No. 436440 AC5) issued March 5, 2012 have the right to surrender their notes for repurchase by the Company. This right is pursuant to the put option under the base indenture governing the notes dated December 10, 2007, as supplemented by the third supplemental indenture dated March 5, 2012 (collectively, the indenture).

The put option entitles each holder of the notes to require the Company to repurchase in cash all or part (in principal amounts equal to $1,000 or multiples thereof) of the notes on March 1, 2018 (the put option repurchase date) at a price equal to 100% of the accreted principal amount of the notes, plus accrued and unpaid interest, if any, upon the terms and subject to the conditions set forth in the indenture and the notes. Unless the Company defaults on the payment, interest on the notes surrendered for repurchase will cease to accrue on and after March 1, 2018. As of the date of this notice, $206,017,000 aggregate original principal amount of notes is outstanding.

The opportunity to exercise the put option commences on January 31, 2018 at 9 a.m. Eastern Time (ET), and expires at 5 p.m. ET on February 28, 2018 (the expiration date), which is the business day immediately preceding the put option repurchase date. Holders may withdraw any notes previously surrendered for repurchase at any time prior to 5 p.m. ET on the expiration date. To exercise the put option, or withdraw notes previously surrendered, a holder must follow the procedures set forth in the put right notice that is being delivered to all registered holders of the notes.

None of the Company, its board of directors or employees has made, or is making, any representation or recommendation to any holder of the notes as to whether to exercise the put option.

Notice of Redemption

In addition, the Company announced today that it has issued a notice of redemption to the holders of the notes to redeem any notes outstanding on March 6, 2018 (the redemption date) pursuant to its option under Section 11.01 of the supplemental indenture and Article 11 of the base indenture. As a result, notes that are not surrendered to the Company for repurchase as described above, or that are not surrendered for conversion prior to 5 p.m. ET on March 5, 2018, will be redeemed by the Company on the redemption date at a price equal to 100% of the accreted principal amount of the notes, plus accrued and unpaid interest, if any, including contingent interest, to but not including, the redemption date. This redemption will be upon the terms and subject to the conditions set forth in the indenture and the notes. Unless the Company defaults on the payment of the redemption price, interest on such notes will cease to accrue, and principal on such notes will cease to accrete, on and after the redemption date, and the only remaining right of the holders of the notes will be to receive payment of the redemption price.

Conversion Right and Net Share Settlement Election

Pursuant to the terms of the indenture, holders of the notes have a right to convert them at any time prior to 5 p.m. ET on March 5, 2018, which is the business day immediately preceding the redemption date, subject to the terms, conditions and adjustments set forth in the indenture and the notes. The current conversion rate for the notes is 32.07698 shares of the Company’s common stock per $1,000 original principal amount outstanding, which is equivalent to a conversion price of approximately $31.81 per share.

The Company also announced today that it has irrevocably elected to settle any conversion of the notes entirely in cash pursuant to Section 12.02(a)(ii) of the supplemental indenture. This irrevocable election applies only to the 2042 notes.


Additional Information

At the Company’s request, Wilmington Trust Company, the trustee, paying agent and conversion agent for the notes, is delivering a put right notice and notice of redemption to all registered holders of the notes. In addition, the Company will file these notices with a tender offer statement on Schedule TO with the Securities and Exchange Commission today. Copies of these notices and additional information relating to the procedure for the surrender, conversion and/or redemption of the notes may be obtained from Wilmington Trust Company as provided below.

For the notice of redemption

Wilmington Trust Company

Rodney Square North

1100 North Market Street – 5th Floor

Wilmington, DE 19890

Attention: Corporate Capital Markets – Workflow Mgmt

For the put right notice

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attn: Workflow Mgmt – 5th Floor

Telephone: (302) 646-6470

Facsimile: (302) 636-4139

About Hologic

Hologic, Inc. is an innovative medical technology company primarily focused on improving women’s health and well-being through early detection and treatment. For more information on Hologic, visit www.hologic.com.

Hologic, The Science of Sure, and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.

Contact

Michael Watts

Vice President, Investor Relations and

Corporate Communications

(858) 410-8588

Exhibit (D)(3)

NOTICE OF REDEMPTION AND

NET SHARE SETTLEMENT ELECTION

To the Holders of All Outstanding

HOLOGIC, INC.

2.00% Convertible Senior Notes due 2042

(CUSIP No. 436440 AC5)1

Reference is made to the Indenture, dated as of December 10, 2007 (the “Base Indenture”), by and between Hologic, Inc., a Delaware corporation (the “Company”), as issuer, and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of March 5, 2012 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee, relating to the Company’s 2.00% Convertible Senior Notes due 2042 issued on March 5, 2012 (the “Notes”). Article 11 of the Base Indenture and Article 11 of the Supplemental Indenture provide that, at any time on or after March 6, 2018, the Company may redeem any or all of the Notes in accordance with the terms, procedures and conditions outlined in the Indenture. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture and the Notes.

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Indenture, the Company has elected to redeem, and will redeem on March 6, 2018 (the “Redemption Date”), all of the then-outstanding Notes, except for the Notes that were either (i) validly submitted to the Company for conversion before the Conversion Deadline, as defined below or (ii) validly surrendered to the Company for repurchase on March 1, 2018 pursuant to Section 11.08 of the Supplemental Indenture at a redemption price (the “Redemption Price”) payable in cash equal to 100% of the accreted principal amount of the Notes to be redeemed, plus accrued and unpaid Interest, if any, including Contingent Interest, to, but not including, the Redemption Date upon the terms and subject to the conditions set forth in the Indenture, the Notes, and this Notice and any related notice materials, as amended and supplemented from time to time. As a result of the Company’s exercise of its redemption right, as described in this Notice, Holders of the Notes have a right to convert the Notes called for redemption at any time prior to 5:00 p.m., New York City time, on March 5, 2018 (the “Conversion Deadline”), which is the Business Day immediately preceding the Redemption Date.

NOTICE IS ALSO HEREBY GIVEN that the Company has irrevocably elected to settle any conversions of the Notes, from and after the date hereof, entirely in cash pursuant to Section 12.02(a)(ii) of the Supplemental Indenture and this Notice.

 

1  The CUSIP number has been assigned to the Notes by an organization that is not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee shall be responsible for the selection or use of any such CUSIP number, nor is any representation made as to its correctness or accuracy on the Notes or as indicated in this Notice.

 

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The Redemption Price is based solely on the requirements of the Indenture and the Notes and bears no relationship to the market price of the Notes or the Company’s Common Stock. On the Redemption Date, the accreted principal amount of the Notes will be approximately $1,000.28 per $1,000 original principal amount of the Notes. There will also be additional accrued and unpaid Contingent Interest due as part of the Redemption Price if the Trading Price of the Notes during the period from February 21, 2018 to February 27, 2018 (as calculated in accordance with the terms of the Indenture) equals or exceeds 120% of the accreted principal amount of the Notes.

On the Redemption Date, the Redemption Price will become due and payable on outstanding Notes. Unless the Company defaults in the payment of the Redemption Price, interest on such Notes will cease to accrue, and principal will cease to accrete, on and after the Redemption Date, and the only remaining right of the Holders of such Notes after such date will be to receive payment of the Redemption Price upon surrender of the Notes to Wilmington Trust Company, as paying agent (the “Paying Agent”). The name and address of the Paying Agent are set forth below.

As of the date of this Notice, all custodians and beneficial holders of the Notes hold the Notes through accounts with The Depository Trust Company (“DTC”) or its nominee and there are no certificated Notes in non-global form. Accordingly, the Notes called for redemption must be surrendered to the Paying Agent in accordance with the applicable procedures of DTC to collect the Redemption Price. In the unlikely event that Notes are issued in physical certificates after the date hereof to a Holder other than DTC or its nominee, then such a Holder must surrender the Notes to the Paying Agent at the address set forth below to collect the Redemption Price.

The method chosen for delivery of the Notes is at the option and risk of the Holder. If delivery is by mail, use of registered or certified mail, properly insured is suggested.

Holders of the Notes have a right to convert the Notes called for redemption at any time prior to the Conversion Deadline, 5:00 p.m., New York City time, on March 5, 2018, which is the Business Day immediately preceding the Redemption Date. Pursuant to the terms of the Indenture, the Company has irrevocably elected to settle any conversions validly submitted prior to the Conversion Deadline in cash pursuant to Section 12.02(a)(ii) of the Supplemental Indenture. As a result, Holders who desire to convert Notes and who surrender Notes for conversion in accordance with the Indenture and the instructions below will receive cash consideration in connection with such conversion as more fully described below.

Holders who desire to convert Notes must surrender such Notes for conversion in accordance with the applicable procedures of DTC no later than the Conversion Deadline (Holders’ right to convert expires after the Conversion Deadline unless the Company defaults in the payment of the Redemption Price) and must satisfy the other requirements set forth in the Indenture. Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid Interest, except as set forth below, as the Company’s settlement of the Conversion Obligation shall be deemed to satisfy its obligation to pay the principal amount of the Notes and accrued and unpaid Interest to, but not including, the Conversion Date. As provided in the Indenture, (i) Notes that are submitted for conversion after 5:00 p.m. on February 15, 2018 (a Regular Record Date), and before 9:00 a.m. on March 1, 2018 (the corresponding Interest Payment Date) must be

 

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accompanied by payment of an amount in cash equal to the Interest payable on the Interest Payment Date, March 1, 2018, and (ii) Holders of such Notes as of 5:00 p.m., New York City time, on February 15, 2018, shall receive the Interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. As further provided in the Indenture, the Company shall not be required to convert any Notes that are surrendered for conversion between the Regular Record Date and the Interest Payment Date without payment of Interest as required by the Indenture.

In the unlikely event that Notes are issued in physical certificates after the date hereof to a Holder other than DTC or its nominee, then such a Holder who desires to surrender the Notes for conversion must complete and sign a notice of conversion in the form attached hereto as Schedule A (the “Notice of Conversion”) in accordance with the instructions set forth therein and deliver such Notice of Conversion, together with the certificates evidencing the Notes being surrendered and all necessary endorsements, to the Conversion Agent (as defined below) prior to the Conversion Deadline. Holders of Notes that are held through physical certificates and who surrender the Notes for conversion between 5:00 p.m. on February 15, 2018 and 9:00 a.m. on March 1, 2018, must include with the Notice of Conversion payment of an amount in cash equal to the Interest payable on the Interest Payment Date, March 1, 2018. If a Holder whose Notes are held through physical certificates attempts to surrender such Holder’s Notes for conversion between 5:00 p.m. on February 15, 2018 and 9:00 a.m. on March 1, 2018 and does not include the required Interest payment, the Notice of Conversion will not be accepted by the Conversion Agent and the Notes will not be converted. If such Holder does not otherwise properly submit such Holder’s Notes for conversion, or properly exercise the Put Option, as defined below, then the Company will redeem all of such Holder’s Notes on the Redemption Date at the Redemption Price.

Notes with respect to which the conversion right is validly exercised in accordance with the terms of the Notes and the Indenture prior to the Conversion Deadline will not be redeemed on the Redemption Date. As of the date of this Notice, the Conversion Rate for the Notes is 32.07698 shares of Common Stock per $1,000 Original Principal Amount outstanding, which is equivalent to a Conversion Price of approximately $31.18 per share as of the Redemption Date. Upon conversion, a Holder will not receive any additional shares of the Company’s Common Stock or cash attributable to the accreted principal amount of the Notes in excess of the Original Principal Amount of the Notes. Wilmington Trust Company will be the conversion agent for the Notes (the “Conversion Agent”). The name and address of the Conversion Agent are set forth below.

Pursuant to the terms of the Indenture and this Notice, the Company has irrevocably elected to settle the conversion of any Notes validly surrendered for conversion into cash. As a result, Holders that validly tender Notes for conversion will receive, for each $1,000 in original principal amount of Notes, cash in an amount equal to the sum of the Daily Conversion Values for each of the 30 VWAP Trading Days during the related Observation Period, as calculated in accordance with the terms of the Indenture. For each conversion, the Observation Period will begin on and include the third VWAP Trading Day after the related Conversion Date in respect of such Notes. Holders that validly tender Notes for conversion will receive such cash payment on the third Business Day after the end of the applicable Observation Period.

 

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Pursuant to the Indenture, each Holder of the Notes also has a put option (the “Put Option”) pursuant to which such Holder has the right to require the Company to repurchase all or a portion of such Holder’s Notes on March 1, 2018 (the “Put Option Repurchase Date”) for 100% of the accreted principal amount of the Notes validly surrendered for repurchase and not withdrawn, plus accrued and unpaid Interest to, but not including, the Put Option Repurchase Date. Because the Put Option Repurchase Date falls after a Regular Record Date (February 15, 2018) and on the corresponding Interest Payment Date (March 1, 2018), the Company will pay the full amount of accrued and unpaid Interest payable on such Interest Payment Date to the Holders of record at the close of business on the corresponding Regular Record Date (the “Put Option Repurchase Price”). Notes with respect to which the Put Option is validly exercised in accordance with the terms of the Notes and the Indenture prior to the applicable deadline will be repurchased by the Company on the Put Option Repurchase Date notwithstanding the Company’s exercise of its redemption right. For information regarding the Put Option, Holders of the Notes should refer to the Company’s Put Right Notice dated January 29, 2018.

The Trustee, Paying Agent and Conversion Agent is

Wilmington Trust Company

and for purposes of this Notice, the address is:

Wilmington Trust Company

Rodney Square North

1100 North Market Street - 5th Floor

Wilmington, DE 19890

Attention: Corporate Capital Markets – Workflow Mgmt

Any questions or requests for assistance or copies of this Notice or other materials may be directed to the Paying Agent.

The date of this Notice is January 29, 2018.

*  *  *  *  *

HOLOGIC, INC.

By: Wilmington Trust Company, as Trustee

Dated: January 29, 2018

 

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SCHEDULE A. NOTICE OF CONVERSION

NOTICE OF CONVERSION

The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the Accreted Principal Amount hereof (which is U.S. $1,000 Original Principal Amount or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such Original Principal Amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock or Reference Property in accordance with the terms of the Supplemental Indenture referred to in this Note, and directs that the consideration due upon such conversion (including a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof), be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock, Reference Property or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned shall pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note.

 

Dated:                        

 

  
   Signature(s)   

If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address:

 

 

(Name)

 

 

(Address)

 

Social Security Number or other Identification Number, if any

 

[Signature Guaranteed]

If only a portion of the Notes is to be converted, please indicate:

 

1. Accreted Principal Amount to be converted: U.S. $                     

 

2. Accreted Principal Amount and denomination of Notes representing unconverted Accreted Principal Amount to be

issued:                     

Amount: U.S. $                      Denominations: U.S. $                     

(U.S. $1,000 Original Principal Amount or any integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 Original Principal Amount or any integral multiple of U.S. $1,000 in excess thereof).

 

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