8-KMaterial AgreementsFinancial EventsSecurities & Listing+2

CIENA CORP 8-K Report, Material Agreement (Nov 24, 2009)

Filed November 24, 2009For Securities:CIEN

Summary

CIENA CORP (CIEN) filed an 8-K on November 24, 2009, detailing a significant acquisition. The company has been selected as the successful bidder in an auction for substantially all of the optical networking and carrier Ethernet assets of Nortel's Metro Ethernet Networks (MEN) business. This acquisition significantly expands Ciena's portfolio and market presence in key network segments. The total purchase price for these assets has been revised to $769.0 million. This includes $530.0 million in cash and the issuance of $239.0 million in aggregate principal amount of 6% senior convertible notes due 2017. Notably, Ciena will not be issuing common stock directly in the transaction, but the convertible notes can be converted into Ciena common stock, subject to certain conditions and an initial conversion price of approximately $16.4625 per share. The company has also entered into escrow arrangements and has specific obligations regarding registration statements for the notes and underlying shares.

Key Highlights

  • 1Ciena selected as the winning bidder for Nortel's Metro Ethernet Networks (MEN) business assets.
  • 2Total acquisition price of $769.0 million, comprising $530.0 million in cash and $239.0 million in 6% senior convertible notes due 2017.
  • 3The acquisition covers substantially all of Nortel's optical networking and carrier Ethernet assets across North America, Caribbean, Latin America, Asia, EMEA, Middle East, and Africa.
  • 4The convertible notes have an initial conversion price of approximately $16.4625 per share and are subject to an interest rate adjustment based on Ciena's stock price prior to closing.
  • 5Ciena is required to file a shelf registration statement for the notes and underlying common stock, with potential liquidated damages for delays.
  • 6Ciena deposited approximately $38.5 million in escrow, which will be credited towards the cash consideration at closing.
  • 7Certain Nortel patents not central to the MEN business will be licensed to Ciena rather than transferred outright.

Frequently Asked Questions

Ciena is acquiring substantially all of the optical networking and carrier Ethernet assets from Nortel's Metro Ethernet Networks (MEN) business. This includes assets located in North America, the Caribbean, Latin America, Asia, Europe, the Middle East, and Africa.

The acquisition is being financed through a combination of $530.0 million in cash and the issuance of $239.0 million in aggregate principal amount of 6% senior convertible notes due 2017, for a total consideration of $769.0 million.

The notes bear a 6% annual interest rate, payable semi-annually, and mature in June 2017. They are convertible into Ciena common stock at an initial price of approximately $16.4625 per share. The interest rate can increase up to 8% if Ciena's stock price is below $13.17 per share in the period leading up to closing. The notes are senior unsecured obligations of Ciena.

Ciena is obligated to file a shelf registration statement for the resale of the notes and the underlying common stock. Failure to do so in a timely manner could result in liquidated damages of 0.25% to 0.50% per annum of the principal amount of the notes. Ciena also granted demand and piggyback registration rights to the noteholders.