Solazyme, Inc. Announces Proposed Offering of Convertible Senior Subordinated Notes and Common Stock
March 25 2014 - 5:05PM
Business Wire
Solazyme, Inc. (NASDAQ:SZYM) (the “Company”), today announced
that it intends to offer, subject to market and other
considerations, $100.0 million aggregate principal amount of
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”) in separate underwritten registered
public offerings. In addition, the Company expects to grant the
underwriter of the offering of the Notes (the “Notes Offering”) a
30-day option to purchase up to an additional $15.0 million
aggregate principal amount of Notes solely to cover
over-allotments, if any, and 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.” Neither Offering is
contingent on the completion of the other Offering.
The Notes will be general unsecured obligations of the Company
and will be subordinated in right of payment to its Senior Debt (as
defined in the indenture governing the Notes). The Notes will
effectively rank junior in right of payment to any of the Company’s
secured indebtedness to the extent of the value of the assets
securing such indebtedness and be structurally junior to all
indebtedness and other liabilities of the Company’s subsidiaries,
including trade payables.
The Notes will be convertible into shares of Common Stock at the
then-applicable conversion rate until the close of business on the
scheduled trading day immediately preceding maturity. The Notes
will not be redeemable at the Company’s option prior to maturity.
The interest rate, conversion rate and other terms of the Notes
will be determined at the time of pricing of the offering.
Solazyme intends to use the net proceeds of the offering to fund
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.
Goldman, Sachs & Co. will act as the underwriter for the
Notes Offering. Goldman, Sachs & Co. and Morgan Stanley &
Co. LLC will act 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, the underwriters or any dealer participating in the
Notes Offering will arrange to send you the preliminary prospectus
for such 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, the underwriters or any
dealer participating in the Common Stock Offering will arrange to
send you the preliminary prospectus for such Common Stock 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,
or from Morgan Stanley & Co. LLC, Attn: Prospectus Department,
180 Varick Street, 2nd Floor, New York, New York 10014, by calling
(866) 718-1649 or by emailing prospectus@morganstanley.com.
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 or, if
we do, on what terms we will complete them. 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 Garamendi,
press@solazyme.comorBrainerd Communicators, Inc.Jeff Majtyka/Mike
Smargiassi212-986-6667majtyka@braincomm.comsmarg@braincomm.com