Total Gas & Power USA agrees to buy $105 million of convertibles
By Angela McDaniels
Tacoma, Wash., Sept. 17 - Amyris, Inc. raised $15 million in the second tranche of a $105 million private placement of 1.5% senior convertible notes due 2017, according to an 8-K filing with the Securities and Exchange Commission.
Total Gas & Power USA, SAS has agreed to purchase $105 million of the convertibles. It bought $38.3 million of them in the first tranche on July 30 and $15 million in the second tranche on Sept. 14. It plans to buy $30 million of additional notes in July 3013, $10.85 million in July 2014 and $10.85 million in January 2015.
The notes mature on March 1, 2017. The conversion price is $7.0682 per share of common stock, which is a 107.89% premium to the July 27 closing share price of $3.40.
The notes become convertible into common stock or payable by the company to Total depending on various conditions, including whether or not Total makes a "go" or "no-go" decision about its participation in a Biofene-based diesel collaboration between the company and Total.
If Total makes a go decision, then the note will be exchanged for equity in the fuels joint venture contemplated by the collaboration, after which the notes will not be convertible and any obligation to pay principal or interest will be extinguished.
If Total makes a no-go decision, the notes will remain outstanding and become payable at maturity.
Specifically, the notes become convertible
• Within 10 trading days prior to maturity;
• If there is a change of control of the company. Total will also have a change-of-control put option at 101% of par;
• If Total is no longer the largest stockholder of the company following a no-go decision; and
• If the company defaults.
Interest is payable at maturity or on conversion. Accrued interest is canceled if the notes are canceled based on a go decision.
Amyris is a renewable chemicals and fuels company based in Emeryville, Calif.
Issuer: | Amyris, Inc.
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Issue: | Senior convertible notes
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Amount: | $105 million
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Maturity: | March 1, 2017
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Coupon: | 1.5%
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Conversion price: | $7.0682
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Put option: | At 101 upon a change of control
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Warrants: | No
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Purchaser: | Total Gas & Power USA, SAS
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Pricing date: | July 30
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Settlement dates: | July 30 (for $38.3 million), Sept. 14 (for $15 million)
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Stock symbol: | Nasdaq: AMRS
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Stock price: | $3.40 at close July 27
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Market capitalization: | $232.03 million
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