Illumina, Inc. (NASDAQ:ILMN) today announced its intention to offer, subject to market and other conditions, approximately $900 million aggregate principal amount of convertible senior notes. Of the total offering, Illumina proposes to offer $450 million aggregate principal amount of convertible senior notes due 2019 and $450 million aggregate principal amount of convertible senior notes due 2021. Illumina also intends to grant the initial purchasers a 30-day option to purchase up to an additional $67.5 million in aggregate principal amount of convertible senior notes due 2019 and an additional $67.5 million in aggregate principal amount of convertible senior notes due 2021, for a total potential offering size of $1,035 million.
Illumina will use a portion of the net proceeds of the offering to finance the repurchase or repayment of a portion of Illumina’s 0.25% Convertible Senior Notes due 2016 (the “2016 Notes”). Illumina intends to use the balance of the net proceeds from the offering for general corporate purposes.
The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and will be convertible under certain circumstances. Upon conversion, holders will receive, at Illumina's discretion, cash, shares of Illumina's common stock or a combination thereof. The interest rates, conversion prices and other terms of the notes will be determined by negotiations between Illumina and the initial purchasers of the notes.
Goldman, Sachs & Co. and BofA Merrill Lynch are acting as initial purchasers of the notes.This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The securities and the shares of Illumina common stock issuable upon conversion or exercise of the securities have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.