8-KMaterial AgreementsSecurities & ListingExhibits & Filings

CIENA CORP 8-K Report, Material Agreement (Jun 6, 2007)

Filed June 6, 2007For Securities:CIEN

Summary

CIENA CORP (CIEN) filed an 8-K on June 6, 2007, to report a significant financing event. The company entered into an Underwriting Agreement with Deutsche Bank Securities Inc. to issue and sell $450 million in aggregate principal amount of 0.875% Convertible Senior Notes due 2017. Additionally, an option for an additional $50 million in principal amount was exercised, bringing the total potential offering to $500 million. The company anticipates net proceeds of approximately $488.4 million after underwriting discounts and offering expenses.

Key Highlights

  • 1Ciena Corp entered into an Underwriting Agreement with Deutsche Bank Securities Inc. for the issuance of convertible senior notes.
  • 2The company will issue $450 million in aggregate principal amount of 0.875% Convertible Senior Notes due 2017.
  • 3An option to purchase an additional $50 million in principal amount of Notes was exercised by the underwriter, totaling $500 million.
  • 4The estimated net proceeds from the offering are approximately $488.4 million, after deducting discounts and expenses.
  • 5The Notes are convertible into Ciena's common stock, potentially up to approximately 13,107,700 shares.
  • 6Shares issued upon conversion are expected to be exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

Frequently Asked Questions

This 8-K filing announces Ciena Corporation's entry into a material definitive agreement for the issuance and sale of $450 million in 0.875% Convertible Senior Notes due 2017, with an additional $50 million option exercised, bringing the total to $500 million.

Ciena Corporation estimates the net proceeds from the sale of these notes to be approximately $488.4 million, after deducting the underwriting discount and offering expenses.

The Notes are convertible into Ciena's common stock. The filing indicates that they are convertible into up to approximately 13,107,700 shares of common stock, subject to adjustments as detailed in the Prospectus Supplement.

Shares issued upon conversion of these Notes are anticipated to be exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as no commission or remuneration is expected to be paid for the conversion and issuance of stock.