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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.