Solazyme, Inc. Prices Offering of $130,000,000 of 5.00% Convertible Senior Subordinated Notes Due 2019 & 5,000,000 Shares of ...
27 March 2014 - 6:17PM
Business Wire
Solazyme, Inc. (NASDAQ:SZYM) (the “Company”) today announced the
pricing of $130.0 million aggregate principal amount of its
5.00% Convertible Senior Subordinated Notes due 2019 (the “Notes”)
and 5.0 million shares of its common stock, par value $0.001
per share (the “Common Stock”), at a price of $11.00 per share in
separate underwritten registered public offerings. The Company has
granted the underwriter of the offering of the Notes (the “Notes
Offering”) a 30-day option to purchase up to an additional
$19.5 million aggregate principal amount of Notes solely to
cover over-allotments, if any, and has granted the underwriters of
the offering of Common Stock (the “Common Stock Offering”) a 30-day
option to purchase up to an additional 750,000 shares of Common
Stock. The Notes Offering and the Common Stock Offering are
referred to in this release collectively as the “Offerings.” The
Offerings are expected to close on April 1, 2014, subject to market
and other conditions, and neither Offering is contingent on the
completion of the other Offering. The Notes Offering was increased
from the $100.0 million aggregate principal amount previously
announced.
The Notes will mature on October 1, 2019, unless repurchased or
converted in accordance with their terms prior to such date, and
will bear interest at a rate of 5.00% per year, payable
semiannually in arrears on April 1 and October 1 of each year,
beginning on October 1, 2014. The Company may not redeem the Notes
prior to maturity. The Notes will be convertible into shares of
Common Stock at an initial conversion rate of 75.7576 shares of
Common Stock per $1,000 principal amount of Notes, which is
equivalent to an initial conversion price of $13.20 per share of
Common Stock. With respect to certain conversions occurring prior
to January 1, 2018, in addition to the shares deliverable upon
conversion, holders will be entitled to receive an early conversion
payment equal to $83.33 per $1,000 principal amount of Notes
surrendered for conversion, which amount may be settled, at the
Company’s election, in cash or in shares of Common Stock.
The Company estimates that the net proceeds of the Notes
Offering will be approximately $124.7 million (or approximately
$143.5 million if the over-allotment option to purchase additional
Notes is exercised in full) and the net proceeds of the Common
Stock Offering will be approximately $51.5 million (or
approximately $59.3 million if the option to purchase additional
shares of Common Stock is exercised in full), in each case after
deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company. The Company intends to
use the net proceeds of the Offerings for capital expenditures,
working capital and general corporate purposes.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities, in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Goldman, Sachs & Co. is acting as the underwriter for the
Notes Offering. Goldman, Sachs & Co. and Morgan Stanley &
Co. LLC are acting as joint book-running managers for the Common
Stock Offering.
The Company has filed an automatically effective registration
statement with the Securities and Exchange Commission, or SEC, for
the Offerings (including a related preliminary prospectus for each
Offering). Before you invest in either the Notes Offering or the
Common Stock Offering, you should read the applicable preliminary
prospectus and the other documents the Company has filed with the
SEC for more complete information about the Company and the
respective Offerings. You may get these documents for free by
visiting EDGAR on the SEC web site at www.sec.gov. Alternatively,
the Company, Goldman, Sachs & Co. or any dealer participating
in the Notes Offering will arrange to send you the preliminary
prospectus for the Notes Offering if you request it by contacting
Goldman, Sachs & Co., Attn: Prospectus Department, 200 West
Street, New York, NY 10282, by calling 1-866-471-2526 or by
emailing prospectusny@ny.email.gs.com. The Company, Goldman, Sachs
& Co., Morgan Stanley & Co. LLC or any dealer participating
in the Common Stock Offering will arrange to send you the
preliminary prospectus for the Common Stock Offering if you request
it by contacting (i) Goldman, Sachs & Co., Attn: Prospectus
Department, 200 West Street, New York, NY 10282, by calling
1-866-471-2526 or by emailing prospectusny@ny.email.gs.com, or (ii)
Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180
Varick Street, 2nd Floor, New York, New York 10014.
About Solazyme, Inc.
Solazyme, Inc. (SZYM) is a renewable oil and bioproducts company
that transforms a growing range of abundant plant-based sugars into
high-value triglyceride oils and other bioproducts. Headquartered
in South San Francisco, Solazyme’s renewable products can replace
or enhance oils derived from the world’s three existing sources –
petroleum, plants and animal fats. Solazyme is commercializing its
primary products as either tailored oils, powdered oils, and
closely related products in the chemicals, fuels and food markets
or as branded consumer products.
Solazyme®, the Solazyme logo and other trademarks or service
names are trademarks of Solazyme, Inc.
Forward-Looking Statements
This press release contains forward-looking statements regarding
our planned offer and sale of convertible senior subordinated notes
and common stock and the use of the net proceeds from any such
sale. We cannot be sure that we will complete the Offerings.
Forward-looking statements are based on current beliefs and
expectations and are subject to inherent risks and uncertainties,
including those discussed under the caption “Risk Factors” in the
preliminary prospectuses. In addition, management retains broad
discretion with respect to the allocation of the net proceeds of
these Offerings. The forward-looking statements speak only as of
the date of this release, and Solazyme, Inc. is under no obligation
to, and expressly disclaims any such obligation to, update or alter
its forward-looking statements, whether as a result of new
information, future events, or otherwise.
Solazyme, Inc.Corporate Communications:Genet
Garamendipress@solazyme.comorBrainerd Communicators, Inc.Jeff
Majtyka, 212-986-6667majtyka@braincomm.comorMike Smargiassi,
212-986-6667smarg@braincomm.com