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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