SAN JOSE, Calif., Dec. 9, 2019 /PRNewswire/ -- Lumentum
Holdings Inc. ("Lumentum") (NASDAQ: LITE) today announced the
pricing of $900 million aggregate principal amount of
convertible senior notes due 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"). The size
of the offering was increased from the previously announced
$850 million in aggregate principal
amount. Lumentum granted the initial purchaser of the notes
a 13-day option to purchase up to an additional
$150 million aggregate principal amount of the notes. The sale
of the notes to the initial purchaser is expected to settle on
December 12, 2019, subject to
customary closing conditions, and is expected to result in
approximately $892.5 million in
net proceeds to Lumentum after deducting the initial purchaser's
discount and estimated offering expenses payable by Lumentum
(assuming no exercise of the initial purchaser's option).
The notes will be senior, unsecured obligations of Lumentum. The
notes will bear interest at a rate of 0.50% per year. Interest will
be payable semi-annually in arrears on June
15 and December 15 of each
year, beginning on June 15, 2020. The
notes will mature on December 15,
2026, unless earlier redeemed, repurchased or converted.
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 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 initial conversion rate for the notes is 10.0711 shares of
Lumentum common stock ("common stock") per $1,000 principal amount of notes (which is
equivalent to an initial conversion price of approximately
$99.29 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
September 15, 2026, 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. The initial conversion price represents a
premium of approximately 42.5% over the last reported sale price of
Lumentum's common stock on December 9,
2019 of $69.68 per share.
Lumentum may redeem for cash all or any portion of the notes, at
its option, on or after December 20,
2023, if the last reported sale price of its common stock
has been at least 130% of the conversion price then in effect for
at least 20 trading days (whether or not consecutive) during any 30
consecutive trading-day period (including the last trading day of
such period) ending on, and including, the trading day immediately
preceding the date on which Lumentum provides notice of redemption
at a redemption price equal to 100% of the principal amount of the
notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date. No sinking fund is provided for the
notes.
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 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
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