UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (Commission File Number) | ||
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) (Zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act. ☐
| Item 1.02. | Termination of a Material Definitive Agreement. |
On September 9, 2024, Illumina, Inc. (the “Company”) repaid in full all indebtedness and other obligations outstanding under, and terminated, the 364-day delayed draw credit agreement (the “Credit Agreement”) among the Company, as the borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). The Company’s payment under the Credit Agreement was $761 million. The Company did not incur any prepayment premium or penalty (other than customary breakage costs). Reference is hereby made to the Company’s Current Report on Form 8-K filed on June 17, 2024, for a description of the terms of the Credit Agreement.
| Item 8.01. | Other Events. |
On September 4, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, 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 4.650% notes due 2026 (the “Notes”).
Illumina used the net proceeds from the offering, together with cash on hand, to repay the outstanding indebtedness under the Credit Agreement.
The Notes were 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 establishing 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. 333-281921). The Notes will accrue interest at a rate of 4.650% per annum, payable semi-annually, and will mature on September 9, 2026.
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 form of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.
| Item 9.01. | Exhibits. |
| Exhibit Number |
Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated September 4, 2024, between the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. | |
| 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. | |
| 4.2 | Officer’s Certificate, dated September 9, 2024, setting forth the terms and form of the Notes. | |
| 4.3 | Form of Note (included in Exhibit 4.2). | |
| 5.1 | Opinion of Cravath, Swaine & Moore LLP. | |
| 23.1 | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1). | |
| 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. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 9, 2024
| ILLUMINA, INC., | ||
| By | /s/ Ankur Dhingra | |
| Name: | Ankur Dhingra | |
| Title: | Chief Financial Officer | |