UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code:
Not Applicable
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Item 3.02 | Unregistered Sales of Equity Securities |
On May 13, 2021, Insulet Corporation (the “Company” or “Insulet”) entered into separate and privately negotiated agreements (the “Exchange Agreements”) with certain holders (the “Holders”) of the Company’s outstanding 1.375% Convertible Senior Notes due 2024 (the “Notes”) pursuant to which the Company agreed to repurchase $335,874,000 aggregate principal amount of the Notes (each such transaction, a “Note Repurchase Transaction”) for consideration negotiated separately and privately with each Holder comprised of cash and/or common stock of the Company, par value $0.001 per share (“Common Stock”). In the aggregate for all such Note Repurchase Transactions, the Company expects to pay up to approximately $459 million in cash and deliver a number of shares of Common Stock (the “Exchange Shares”) to be determined over an averaging period following the execution of each applicable Exchange Agreement. The Note Repurchase Transactions are expected to close on or about June 15, 2021, subject to customary closing conditions. The Company intends to fund the cash consideration payable pursuant to the Note Repurchase Transactions with the net proceeds of borrowings under its previously announced term loan facility. The Exchange Shares are expected to be issued pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including Section 3(a)(9) thereof.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements concerning Insulet’s expectations, anticipations, intentions, beliefs or strategies regarding the future, including the Note Repurchase Transactions. These forward-looking statements are based on Insulet’s current expectations and beliefs concerning future developments and their potential effects on Insulet. There can be no assurance that future developments affecting Insulet will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Insulet’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, and other risks and uncertainties described in Insulet’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 24, 2021 in the section entitled “Risk Factors,” and in its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Insulet undertakes no obligation to publicly update or revise any forward-looking statements.
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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.
| INSULET CORPORATION | ||||||
| By: | /s/ John W. Kapples | |||||
| Name: John W. Kapples | ||||||
| Date: May 14, 2021 | Title: Senior Vice President, General Counsel and Secretary | |||||
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