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 firstname.lastname@example.org. 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 email@example.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 firstname.lastname@example.org. 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.