--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-144632" form_type: "8-K" ticker: null cik: "0000859737" company_name: "HOLOGIC INC" filed_at: "2026-04-07T23:59:59+00:00" generated_at: "2026-05-15T07:11:44.071263+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Hologic acquired by Blackstone & TPG for $76/share; CEO Almeida appointed ## Summary - 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. ## SEC filing metadata - accession: 0001193125-26-144632 - form_type: 8-K - cik: 0000859737 - company_name: HOLOGIC INC - filed_at: 2026-04-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 1.02, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/0001193125-26-144632-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/d135035d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-144632 - JSON: https://secwatch.observer/filing/0001193125-26-144632.json - Plain text: https://secwatch.observer/filing/0001193125-26-144632.txt ## Source-grounded claims - claim_id: 9bd6c72b0266ac10fd646c193498b431d3c19c1c claim: HOLOGIC INC: Amended and restated bylaws entirely at the Effective Time to the form of Merger Sub's bylaws. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/0001193125-26-144632-index.htm - claim_id: e9951b8512f9e4ca545f707b21bd07074617d8e1 claim: HOLOGIC INC: Amended and restated certificate of incorporation entirely at the Effective Time of the Merger. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/0001193125-26-144632-index.htm - claim_id: 25890f175f0838fdeb99cdd2f36f4bd3b9fc4242 claim: 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). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/0001193125-26-144632-index.htm - claim_id: 9a2f7bb45451e4b57a3f8931d610e790a3f95f4d claim: HOLOGIC INC terminated 3.250% Senior Notes due 2029 valued at $950,000,000 aggregate principal amount. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/0001193125-26-144632-index.htm - claim_id: afbaefa468511e82106d4b714c5bf1d0dc144c45 claim: HOLOGIC INC entered into Contingent Value Rights Agreement with Equiniti Trust Company, LLC. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/0001193125-26-144632-index.htm - claim_id: bf4b78c5d84239efaea5995707609e3d972b427c claim: HOLOGIC INC terminated 4.625% Senior Notes due 2028 valued at $400,000,000 aggregate principal amount. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/0001193125-26-144632-index.htm - claim_id: c6b89e100006c41185653083e25538bc4b621bb0 claim: HOLOGIC INC terminated Amended and Restated Credit and Guaranty Agreement with Bank of America, N.A.. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/859737/000119312526144632/0001193125-26-144632-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.