01—Abstract
Summary
Summary of the 8-K filed March 12, 2010. Cited figures are marked; the original filing is the authoritative source.
Ciena Corporation (CIEN) has filed an 8-K report detailing a significant financing event: the private offering of $375 milliona in aggregate principal amount of Convertible Senior Notes due 2015.
These notes were sold to qualified institutional buyers, with an initial conversion price of approximately $20.38b per share, potentially leading to the issuance of about 18.4 million shares of Ciena common stock if fully converted. The primary purpose of this offering is to fund a portion of Ciena's pending acquisition of Nortel's Metro Ethernet Networks (MEN) business. Specifically, approximately $243.8 million of the net proceeds will be used to replace existing contractual obligations to issue convertible notes related to the acquisition, and the remaining net proceeds will reduce the cash needed for the $530 million cash component of the acquisition.
This strategic move aims to strengthen Ciena's balance sheet and facilitate a key acquisition, positioning the company for future growth in the optical networking sector. The offering was completed in reliance on exemptions from registration under the Securities Act of 1933.
02—Key points
Key Highlights
- Ciena Corporation announced a private offering of $375 million in Convertible Senior Notes due 2015.
- The notes are offered to qualified institutional buyers under an exemption from registration.
- The notes carry a 4% annual interest rate, payable semi-annually, and mature on March 15, 2015.
- The initial conversion price is approximately $20.38 per share, with potential for issuance of ~18.4 million common shares.
- Proceeds will be used to fund the acquisition of Nortel's Metro Ethernet Networks (MEN) business, including replacing existing convertible note obligations and reducing cash requirements.
- Ciena may redeem the notes on or after March 15, 2013, subject to certain stock price performance conditions and a make-whole premium.
- Net proceeds, after fees, are estimated to be approximately $364.3 million.
03—Questions
Frequently Asked Questions
What is the primary purpose of this $375 million note offering?
The primary purpose is to finance Ciena's pending acquisition of Nortel's Metro Ethernet Networks (MEN) business. A significant portion of the proceeds will be used to replace existing convertible note obligations related to the acquisition, and the remainder will reduce the cash needed for the acquisition's cash component.
What are the key terms of the Convertible Senior Notes?
The notes have a principal amount of $375 million, mature on March 15, 2015, and bear interest at 4% per annum. They are senior unsecured obligations of Ciena. Importantly, they are convertible into Ciena common stock at an initial conversion price of approximately $20.38 per share.
How will this offering impact Ciena's share count?
If all $375 million in notes are fully converted, approximately 18.4 million shares of Ciena common stock could be issued. This represents potential dilution for existing shareholders, which is typical for convertible debt instruments.
Can Ciena redeem these notes before maturity?
Yes, Ciena has the option to redeem the notes for cash on or after March 15, 2013, provided that the company's common stock price has met certain performance thresholds (at least 150% of the conversion price for 20 out of 30 consecutive trading days). A 'make-whole premium' would be included in the redemption price.
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