8-K

Date: September 14, 2020

HOLOGIC, INC.

/s/ Karleen M. Oberton

Karleen M. Oberton

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2020

HOLOGIC, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction

of Incorporation)

1-36214

04-2902449

(Commission

File Number)

(I.R.S. Employer

Identification No.)


250 Campus Drive, Marlborough, MA		01752
(Address of Principal Executive Offices)		(Zip Code)

(508) 263-2900

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $.01 par value

HOLX

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On September 14, 2020, Hologic, Inc. (“Hologic” or the “Company”) issued a press release announcing a private offering (the “Offering”) of $950,000,000 aggregate principal amount of senior notes due 2029 (the “New Notes”). The New Notes will be issued pursuant to an indenture to be executed as of the closing of the Offering. The New Notes will be unsecured obligations of the Company and will be guaranteed by certain subsidiaries. Hologic intends to use the net proceeds of the Offering, plus available cash, to redeem in full all of its outstanding 4.375% senior notes due 2025 (the “2025 Notes”), in an aggregate principal amount of $950 million.

Hologic will redeem the 2025 Notes on or about October 15, 2020 (the “Redemption Date”), subject to its completion of the Offering and the receipt of the proceeds thereof (the “Redemption”), for an aggregate redemption price equal to the sum of (i) a principal payment (including redemption premium) of $970,786,000, and (ii) a final interest payment.

A copy of the press release announcing the Offering, the use of proceeds and the Redemption is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release issued by Hologic, Inc. on September 14, 2020.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

Hologic Announces Offering of $950 Million of Senior Notes Due 2029

— Proceeds from Offering Will Be Used to Refinance Existing 4.375% Senior Unsecured Notes Due 2025 —

MARLBOROUGH, Mass., September 14, 2020 — Hologic, Inc. (Nasdaq: HOLX) announced today that it has launched, subject to market and other conditions, a private offering of $950 million aggregate principal amount of senior notes due 2029. Hologic intends to use the proceeds of the offering and available cash to refinance its existing 4.375% senior unsecured notes due 2025 (the 2025 notes), and will use current cash to pay transaction-related premiums, fees and expenses.

The 2029 notes will not be registered under the Securities Act of 1933, as amended, or any state securities laws. Unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. The 2029 notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States in accordance with Regulation S under the Securities Act.

Hologic expects to redeem all of its outstanding 2025 notes on or about October 15, 2020, subject to the completion of this offering and the receipt of proceeds, for an aggregate redemption price (including redemption premium) of $970.786 million, and a final interest payment.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction where the offer, solicitation or sale is not permitted.

About Hologic, Inc.

Hologic, Inc. is an innovative medical technology company primarily focused on improving women’s health and well-being through early detection and treatment.

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.

Forward-Looking Statements

This news release contains forward-looking information that involves risks and uncertainties, including statements about the Company’s plans, objectives, expectations and intentions. Such statements include, without limitation, the Company’s intention to issue the 2029 notes and the use of proceeds of the offering. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially

from those expressed or implied by such statements. The offering may also be adversely affected by prevailing credit markets, which have been subject to significant volatility, or adverse changes to Hologic’s business or prospects. Hologic cannot assure it will complete the issuance of the 2029 notes on favorable terms, if at all. The risks included above are not exhaustive. Other factors that could adversely affect the Company’s business and prospects are described in the filings made by Hologic with the SEC. Hologic expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

LOGO

Investor Contact

Michael Watts

Vice President, Investor Relations and Corporate Communications

(858) 410-8588

Source: Hologic, Inc.

Document and Entity Information	Sep. 14, 2020
Cover [Abstract]
Entity Registrant Name	HOLOGIC INC
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0000859737
Document Type	8-K
Document Period End Date	Sep. 14, 2020
Entity File Number	1-36214
Entity Tax Identification Number	04-2902449
Entity Address, Address Line One	250 Campus Drive
Entity Address, City or Town	Marlborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01752
City Area Code	(508)
Local Phone Number	263-2900
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.01 par value
Trading Symbol	HOLX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false