SAN JOSE, Calif., Dec. 9, 2019 /PRNewswire/ -- Lumentum
Holdings Inc. ("Lumentum") (NASDAQ: LITE) today announced its
intention to offer, subject to market conditions and other factors,
$850 million aggregate principal amount of convertible senior
notes due in 2026 (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 purchaser of the notes a 13-day option to purchase up to an
additional $127.5 million aggregate
principal amount of the notes.
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. 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 approximately $196 million of the net proceeds of the offering
to repay in full all amounts outstanding under its term loan credit
facility, and a portion of the net proceeds of the offering to
purchase up to approximately $200
million of its common stock concurrently with the pricing of
this offering in privately negotiated transactions effected through
the initial purchaser of the notes or its affiliates as its agent.
Lumentum intends to use the remainder of the net proceeds of
the offering for general corporate purposes, which may include
capital expenditures, working capital and potential
acquisitions.
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 Statements
This 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 September 28, 2019 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.
About Lumentum
Lumentum (NASDAQ: LITE) is a market-leading designer and
manufacturer of innovative optical and photonic products enabling
optical networking and laser applications worldwide. Lumentum
optical components and subsystems are part of virtually every type
of telecom, enterprise, and data center network. Lumentum lasers
enable advanced manufacturing techniques and diverse applications
including next-generation 3D sensing capabilities. Lumentum is
headquartered in San Jose,
California with R&D, manufacturing, and sales offices
worldwide.
Contact
Information:
|
Investors:
|
Jim Fanucchi,
408-404-5400; investor.relations@lumentum.com
|
Media:
|
Sean Ogarrio,
408-546-5405; media@lumentum.com
|
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SOURCE Lumentum