| 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.
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.
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Exhibit
Number | | Description of Exhibit |
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| 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. |
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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 September 9, 2024, setting forth the terms and form of the Notes. |
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| 4.3 | | Form of 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. |
