In California, Amyris, Inc. has closed its offering of 1.50% convertible senior notes due 2026 for gross proceeds of $690.0 million. The proceeds include the full exercise of the $90.0 million option granted by Amyris to the initial purchasers of the notes. The notes were offered and sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The notes are senior, unsecured obligations of Amyris, and will bear cash interest at an annual rate of 1.50%, payable semiannually in arrears on November 15 and May 15 of each year, beginning on May 15, 2022. The notes will mature on November 15, 2026, unless earlier converted, redeemed or repurchased in accordance with the terms of the notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding June 15, 2026, the notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at the option of holders at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon conversion, the notes may be settled in shares of Amyris’ common stock (the “common stock”), cash or a combination of cash and shares of common stock, at the election of Amyris.
The notes have an initial conversion rate of 93.0579 shares of common stock per $1,000 principal amount of notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $10.75 per share. The initial conversion price represents a premium of approximately 35% to the $7.96 per share closing price of the common stock on The Nasdaq Global Select Market on November 9, 2021.
The net proceeds from the offering, after deducting the initial purchasers’ discount and estimated offering expenses payable by Amyris, were approximately $670.5 million. Amyris used approximately $81.1 million of the net proceeds from the offering of the notes to pay the cost of the capped call transactions described below and $51.0 million of the net proceeds to repay existing senior debt instruments. Amyris intends to use the remaining net proceeds for general corporate purposes, which may include, among other things, acquiring complementary products, technologies, intellectual property or businesses.