Convertibles feature put option at 101% upon a change of control
By Angela McDaniels
Tacoma, Wash., Feb. 28 - Amyris, Inc. gave more details about its private placements of common stock and convertible notes in an 8-K filing with the Securities and Exchange Commission. The two placements raised a combined $83.73 million.
The company sold 10,160,325 shares of common stock for $5.78 each, raising $58.73 million. The stock placement settled Feb. 23.
The purchase price is equal to the $5.77 consolidated closing bid price on Feb. 22, the day that the company and the investors entered into the purchase agreement for the transaction, plus $0.01.
The investors included existing investors Maxwell (Mauritius) Ptd. Ltd. ("Temasek"), Total Gas & Power USA, SAS and Naxyris SA as well as new investors Biolding Investment SA, a company owned by HH Sheikh Abdullah bin Khalifa Al-Thani of Qatar; Foris Ventures, LLC, an entity affiliated with director John Doerr; and Sualk Capital Ltd., an entity affiliated with director Fernando Reinach.
The stock placement includes a commitment by Biolding to purchase an additional $15 million of common stock once Amyris satisfies criteria associated with the commissioning of its Paraiso Bioenergia SA production plant in Brazil by March 31, 2013.
Amyris also granted each of Biolding, Naxyris and Temasek the right to designate a director on Amyris' board.
Convertibles
The convertibles carry a 3% coupon and will mature on March 1, 2017. The note placement settled on Feb. 27.
The convertibles were purchased by funds affiliated with Fidelity Investments Institutional Services Co., Inc.
The conversion price is $7.0682 per share, which represents an 18% premium over the consolidated closing bid price of the company's common stock on Feb. 24, the day the funds agreed to purchase the convertibles.
The convertibles are putable at 101% of par in the event of a change of control.
Amyris is a renewable chemicals and fuels company based in Emeryville, Calif.
| Issuer: | Amyris, Inc.
|
| Issue: | Common stock and convertible senior notes
|
| Amount: | $83,726,679
|
| Warrants: | No
|
| Stock symbol: | Nasdaq: AMRS
|
| Stock price: | $6.00 at close Feb. 24
|
| Market capitalization: | $289.72 million
|
|
|
| Stock
|
| Amount: | $58,726,679
|
| Shares: | 10,160,325
|
| Price: | $5.78
|
| Investors: | Maxwell (Mauritius) Ptd. Ltd., Total Gas & Power USA, SAS, Biolding Investment SA, Foris Ventures, LLC and Sualk Capital Ltd.
|
| Pricing date: | Feb. 22
|
| Settlement date: | Feb. 23
|
|
|
| Convertibles
|
| Amount: | $25 million
|
| Maturity: | March 1, 2017
|
| Coupon: | 3%
|
| Conversion premium: | 18%
|
| Conversion price: | $7.0682 per share
|
| Change-of-control put: | At 101%
|
| Investors: | Funds affiliated with Fidelity Investments Institutional Services Co., Inc.
|
| Pricing date: | Feb. 24
|
| Settlement date: | Feb. 27
|
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