8-K
filed April 7, 2026, 7:59 PM ET
CIK 0000859737
M&A
confidence high
sentiment neutral
materiality 1.00
HOLOGIC INC: M&A transaction — Hologic acquired by Blackstone & TPG for $76/share; CEO Almeida appointed
HOLOGIC INC
- Total consideration up to $79/share ($76 cash plus up to $3 CVR); enterprise value ~$17.3B.
- Hologic becomes private; stock delisted from Nasdaq; holders receive cash and non-tradable CVR tied to Breast Health goals.
- CEO Stephen MacMillan retired; José (Joe) Almeida named CEO effective immediately; Almeida was CEO of Baxter and Covidien.
- Minority investments from ADIA and GIC; redeemed $400M 4.625% 2028 notes and $950M 3.25% 2029 notes at closing.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
HOLOGIC INC: Amended and restated bylaws entirely at the Effective Time to the form of Merger Sub's bylaws.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
HOLOGIC INC: Amended and restated certificate of incorporation entirely at the Effective Time of the Merger.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 1.0
HOLOGIC INC underwent a change of control involving Blackstone Inc. and TPG Global, LLC (through affiliates) for approximately $17.3 billion in cash (closed 2026-04-07).
- Action
- change of control
- Counterparty
- Blackstone Inc. and TPG Global, LLC (through affiliates)
- Consideration
- approximately $17.3 billion in cash
- Closing
- 2026-04-07
Exact text from the filing
of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
HOLOGIC INC terminated 3.250% Senior Notes due 2029 valued at $950,000,000 aggregate principal amount.
- Action
- termination
- Agreement
- notes offering
- Value
- $950,000,000 aggregate principal amount
Exact text from the filing
1 Redemption of 2029 Notes On March 16, 2026, the Company issued a conditional notice of full redemption, and on April 6, 2026, a supplemental notice of conditional full redemption, to the holders of its 3.250% Senior Notes due 2029 (the “ 2029 Notes ”), notifying such holders that the Company intends to redeem all $950,000,000 aggregate principal amount of the outstanding 2029 Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
HOLOGIC INC entered into Contingent Value Rights Agreement with Equiniti Trust Company, LLC.
- Action
- entry
- Counterparty
- Equiniti Trust Company, LLC
Exact text from the filing
the Company entered into a Contingent Value Rights Agreement (the “ CVR Agreement ”) among Parent, the Company and Equiniti Trust Company, LLC, a New York limited liability trust company, as rights agent
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
HOLOGIC INC terminated 4.625% Senior Notes due 2028 valued at $400,000,000 aggregate principal amount.
- Action
- termination
- Agreement
- notes offering
- Value
- $400,000,000 aggregate principal amount
Exact text from the filing
ebruary 13, 2026, the Company issued a conditional notice of full redemption, and on March 16, 2026, a supplemental notice of conditional full redemption, and on April 6, 2026, a second supplemental notice of conditional full redemption, to the holders of its 4.625% Senior Notes due 2028 (the “ 2028 Notes ”), notifying such holders that the Company intends to redeem all $400,000,000 aggregate principal amount of the outstanding 2028 Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
HOLOGIC INC terminated Amended and Restated Credit and Guaranty Agreement with Bank of America, N.A..
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A.
Exact text from the filing
the Company repaid all outstanding principal and all accrued and unpaid interest (together with all fees, expenses and other amounts owed in connection therewith), effectuated the release of all liens securing any obligations the release of all guarantees and terminated all credit commitments outstanding under that certain Amended and Restated Credit and Guaranty Agreement, dated as of October 3, 2017, among the Company, Hologic GGO 4 Ltd, Hologic UK Finance Ltd and certain other subsidiaries of the Company party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer
View on SEC.gov
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