Lumentum Holdings Inc. Announces $350 Million Convertible Notes Offering
02 Mars 2017 - 12:45PM
Lumentum Holdings Inc. (“Lumentum”) (NASDAQ:LITE) today announced
its intention to offer, subject to market conditions and other
factors, $350 million aggregate principal amount of convertible
senior notes due in 2024 (the “notes”) in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Act”). Lumentum also
expects to grant the initial purchasers of the notes a 30-day
option to purchase up to an additional $52.5 million aggregate
principal amount of the notes, solely to cover over-allotments, if
any.
The notes will be unsecured, senior obligations
of Lumentum, and interest will be payable semi-annually in
arrears. The notes will be convertible at the option of
holders, subject to certain conditions and during certain periods,
into cash, shares of Lumentum’s common stock or a combination of
cash and shares of Lumentum’s common stock, with the form of
consideration at Lumentum’s election. However, the notes will
not be convertible into Lumentum’s common stock, and Lumentum will
satisfy its conversion obligation solely in cash, until such time
as Lumentum satisfies certain restrictions contained in the
indenture for the notes. The interest rate, conversion rate
and certain other terms of the notes are to be determined upon
pricing of the offering.
Lumentum intends to use the net proceeds of the offering for
general corporate purposes, which may include capital expenditures,
including manufacturing capacity expansion, and working
capital.
The notes will be offered to qualified institutional buyers
pursuant to Rule 144A under the Act. Neither the notes nor
the shares of common stock issuable upon conversion of the notes,
if any, have been, nor will be, registered under the Act or the
securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or an applicable
exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation, or sale in any jurisdiction in which such
offer, solicitation, or sale is unlawful.
Forward-Looking StatementsThis press release
includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding Lumentum’s
ability to complete the offering, the expected closing date of the
offering and Lumentum’s intended use of the net proceeds of the
offering. Forward looking statements may also be
identified by the use of the words “may,” “might,” “will,”
“should,” “estimate,” “project,” “plan,” “anticipate,” “expect,”
“intend,” “outlook,” “believe” and other similar expressions. These
forward looking statements are based on estimates and assumptions
by Lumentum’s management that, although believed to be reasonable,
are inherently uncertain and subject to a number of risks.
Actual results may differ materially from those anticipated or
predicted by Lumentum’s forward-looking statements as a result of
various important factors, including, but not limited to, the terms
of the notes and the offering, the risks and uncertainties related
to whether or not Lumentum will consummate the offering, and the
impact of general economic, industry, market or political
conditions. In addition, all forward-looking statements are subject
to other risks detailed in our Quarterly Report on Form 10-Q for
the quarter ended December 31, 2016 and the risks discussed in our
other filings with the Securities and Exchange Commission. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All
forward-looking statements are qualified in their entirety by this
cautionary statement, and we undertake no obligation to revise or
update this news release to reflect events or circumstances after
the date hereof, except as required by applicable law.
Press:
Greg Kaufman
(408) 546-4235
media@lumentum.com
Investors:
Chris Coldren
(408) 404-0606
investor.relations@lumentum.com
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