On November 29, 2022, Illumina, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, for the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 5.800% notes due 2025 (the “2025 Notes”) and $500,000,000 aggregate principal amount of its 5.750% notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Notes”).
Illumina expects to use the net proceeds from the offering for general corporate purposes, including repayment of upcoming debt maturities.
Each series of Notes was issued pursuant to an Indenture (the “Indenture”), dated March 12, 2021, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, and an officer’s certificate setting forth the terms of the Notes (which includes the form of Notes as an exhibit). The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-254195). The 2025 Notes will accrue interest at a rate of 5.800% per annum, payable semi-annually, and will mature on December 12, 2025. The 2027 Notes will accrue interest at a rate of 5.750% per annum, payable semi-annually, and will mature on December 13, 2027.
Upon occurrence of an Event of Default (as defined in the Indenture) with respect to the Notes, the principal amount of the Notes may be declared, and/or become, due and payable immediately. The Company may, at its election, redeem the Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Notes.
The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, the form of officer’s certificate and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
Number | | Description of Exhibit |
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| 1.1 | | Underwriting Agreement, dated November 29, 2022, between the Company and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein. |
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| 4.1 | | *Indenture, dated March 12, 2021, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee. |
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| 4.2 | | Officer’s Certificate, dated December 13, 2022, setting forth the terms and form of the Notes. |
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| 4.3 | | Form of 2025 Note (included in Exhibit 4.2). |
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| 4.4 | | Form of 2027 Note (included in Exhibit 4.2). |
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| 5.1 | | Opinion of Cravath, Swaine & Moore LLP. |
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| 23.1 | | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1). |
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| * | Incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-3 (File No. 333-254195), filed with the Securities and Exchange Commission (“SEC”) on March 12, 2021. |
