Guardant Health (GH) Announces Debt Exchange Transactions

Guardant Health, Inc. (Nasdaq: GH) today announced that on February 6, 2025, it entered into privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its outstanding 0% Convertible Senior Notes due 2027 (the “2027 Notes”), pursuant to which the Company will issue $600 million aggregate principal amount of 1.25% Convertible Senior Notes due 2031 (the “New Notes”) in exchange for the retirement of approximately $659.3 million principal amount of 2027 Notes (the “Transactions”). The initial conversion rate of the New Notes will be 16.0716 shares of Guardant Health’s common stock (the “common stock”), per $1,000 principal amount of New Notes, which represents an initial conversion price of approximately $62.22 per share of common stock, which reflects a conversion premium of approximately 35% to the last reported sale price of Guardant Health’s common stock on February 6, 2025. The maturity date of the New Notes is February 15, 2031. Following the closing of the Transactions, which is expected to occur on or about February 14, 2025, subject to customary closing conditions, approximately $490.7 million in aggregate principal amount of 2027 Notes will remain outstanding with terms unchanged, in addition to $600 million aggregate principal amount of the New Notes.

In connection with the Transactions, Guardant Health intends to repurchase approximately $45 million of shares of its common stock from certain participants in the Transactions through a financial intermediary at the last reported sale price of the common stock on February 6, 2025, and Guardant Health has been advised that the exchange agent for the Transactions intends to purchase approximately $35 million of shares of Guardant Health’s common stock from certain participants in the Transactions through a financial intermediary at the last reported sale price of the common stock on February 6, 2025 (the “Share Repurchases”).

Additional information regarding this announcement may be found in a Current Report on Form 8-K that Guardant Health intends to file today with the U.S. Securities and Exchange Commission (the “SEC”).

J. Wood Capital Advisors LLC acted as exchange agent to Guardant Health in connection with the Transactions.

The New Notes and any shares of common stock issuable upon conversion of the New Notes have not been registered under the Securities Act of 1933, as amended, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell, nor is it a solicitation of an offer to buy, the 2027 Notes, the New Notes or Guardant Health’s common stock, nor shall there be any sale of the New Notes or Guardant Health’s common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction.

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