Lumentum Holdings Inc. Announces Pricing of $400 Million Convertible Notes Offering
03 Mars 2017 - 2:18PM
Lumentum Holdings Inc. (“Lumentum”) (NASDAQ:LITE) today announced
the pricing of $400 million aggregate principal amount of
convertible senior notes due 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"). The
size of the offering was increased from the previously announced
$350 million in aggregate principal amount. Lumentum granted
the initial purchasers of the notes a 30-day option to purchase up
to an additional $50 million aggregate principal amount of the
notes, solely to cover over-allotments, if any. The sale of
the notes to the initial purchasers is expected to settle on March
8, 2017, subject to customary closing conditions, and is expected
to result in approximately $393.3 million in net proceeds to
Lumentum after deducting the initial purchasers’ discount and
estimated offering expenses payable by Lumentum (assuming no
exercise of the initial purchasers’ option).
The notes will be senior, unsecured obligations of
Lumentum. The notes will bear interest at a rate of 0.250%
per year. Interest will be payable semi-annually in arrears
on March 15 and September 15 of each year, beginning on September
15, 2017. The notes will mature on March 15, 2024, unless
earlier repurchased or converted.
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 initial conversion rate for the notes is 16.4965 shares of
Lumentum common stock (“common stock”) per $1,000 principal amount
of notes (which is equivalent to an initial conversion price of
approximately $60.62 per share) and is subject to adjustment upon
the occurrence of certain events. Prior to the close of
business on the business day immediately preceding December 15,
2023, the notes will be convertible at the option of the
noteholders upon satisfaction of specified conditions and during
certain periods. Thereafter, until the close of business on
the second scheduled trading day preceding the maturity date, the
notes will be convertible at the option of the noteholders at any
time regardless of these conditions. Conversions of the notes
will be settled in cash, shares of common stock or a combination of
cash and shares of 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 initial conversion price represents a
premium of approximately 32.5% over the last reported sale price of
Lumentum’s common stock on March 2, 2017 of $45.75 per share.
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
financing plans, 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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