Lumentum Holdings Inc. (“Lumentum”) (NASDAQ: LITE) today
announced the pricing of $525 million aggregate principal amount of
convertible senior notes due 2029 (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
aggregate principal amount of the offering was increased from the
previously announced offering size of $500 million (or $575 million
if the initial purchasers exercise their option to purchase
additional notes in full). Lumentum granted the initial purchasers
of the notes a 13-day option to purchase up to an additional $78.75
million aggregate principal amount of the notes. The sale of the
notes to the initial purchasers is expected to settle on June 16,
2023, subject to customary closing conditions, and is expected to
result in approximately $520.1 million (or approximately $598.2
million if the initial purchasers fully exercise their option to
purchase additional notes) in net proceeds to Lumentum after
deducting the initial purchasers’ discount and estimated offering
expenses payable by Lumentum.
The notes will be senior, unsecured obligations of Lumentum. The
notes will bear interest at a rate of 1.50% per year. Interest will
be payable semi-annually in arrears on June 15 and December 15 of
each year, beginning on December 15, 2023. The notes will mature on
December 15, 2029, unless earlier converted, redeemed or
repurchased.
Lumentum intends to use a portion of the net proceeds of the
offering to (i) repurchase approximately $125 million aggregate
principal amount of its 0.250% Convertible Senior Notes due 2024
using approximately $132.8 million of the net proceeds of the
offering, and (ii) purchase approximately $125 million of its
common stock, in each case, concurrently with the pricing of the
offering in privately negotiated transactions effected through one
of the initial purchasers of the notes or its affiliate, as its
agent. Lumentum intends to use the remaining net proceeds of the
offering for general corporate purposes, which may include the
repayment or repurchase of its indebtedness, including any of its
existing convertible notes, capital expenditures, working capital
and potential acquisitions.
Holders of the 2024 notes that are repurchased in the concurrent
repurchases described above may purchase shares of Lumentum’s
common stock (“common stock”) in the open market to unwind any
hedge positions they may have with respect to the 2024 notes. These
activities may affect the trading price of Lumentum’s common stock
and the initial conversion price of the notes. Additionally, the
concurrent repurchases of shares of Lumentum’s common stock
described above may result in the common stock trading at prices
that are higher than would be the case in the absence of these
repurchases.
The initial conversion rate for the notes is 14.3808 shares of
Lumentum’s common stock (“common stock”) per $1,000 principal
amount of notes (which is equivalent to an initial conversion price
of approximately $69.54 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,
2029, 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 30% over the last reported sale price of
Lumentum’s common stock on June 13, 2023, of $53.49 per share.
Lumentum may redeem for cash all or any portion of the notes, at
its option (subject to certain limitations), on or after June 22,
2026, 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 contains 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. These include
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 are often identified by the use of words
such as, but not limited to, “anticipate,” “believe,” “can,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “project,” “seek,” “should,” “target,” “will,”
“would,” “contemplate,” “believe,” “predict,” “potential” and
similar expressions or variations intended to identify
forward-looking statements. These statements are based on the
beliefs and assumptions of Lumentum’s management, which are in turn
based on information currently available to management. Such
forward-looking statements are subject to risks, uncertainties and
other important factors that could cause actual results and the
timing of certain events to differ materially from future results
expressed or implied by such forward-looking statements. 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 April 1, 2023 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 imaging and sensing capabilities.
Lumentum is headquartered in San Jose, California with R&D,
manufacturing, and sales offices worldwide.
Category: Financial
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version on businesswire.com: https://www.businesswire.com/news/home/20230613838770/en/
Investors: Kathy Ta, 408-750-3853;
investor.relations@lumentum.com Media: Caroline Pan,
650-267-4180; media@lumentum.com
Lumentum (NASDAQ:LITE)
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