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CIENA CORP 8-K Report, Material Agreement (Dec 31, 2012)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed December 31, 2012
Period End
December 27, 2012
Security
CIEN
In the record · 2016–202610-K1010-Q338-K105

CIEN filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 105 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Apr ’16Apr ’16
  2. FY2018 annual report10-K · Dec ’18Dec ’18
  3. Leadership change8-K · Apr ’21Apr ’21
  4. Leadership change8-K · Jun ’25Jun ’25

01—Abstract

Summary

Summary of the 8-K filed December 31, 2012. Cited figures are marked; the original filing is the authoritative source.

Ciena Corporation (CIEN) announced on December 27, 2012, the successful completion of an exchange of its 4.0%a Convertible Senior Notes due 2015 for new 4.0% Convertible Senior Notes due 2020.

This transaction, valued at $187.5 millionb, was conducted through private offerings and is exempt from registration under the Securities Act of 1933. The new notes extend the maturity date and offer a slightly different structure, including principal accretion at 1.85% annually, which will not bear interest or be convertible. This strategic move allows Ciena to refinance its existing convertible debt, effectively pushing out maturity obligations and potentially improving its capital structure.

Investors should note the conversion price of the new notes is $20.385c per share, with a potential for a make-whole premium in shares or cash under certain conditions. The company has reserved approximately 9.2 million shares for potential issuance upon conversion, indicating a forward-looking approach to its equity structure.

02—Key points

Key Highlights

  1. Ciena Corporation exchanged $187.5 million of its 2015 Convertible Senior Notes for an equal principal amount of new 2020 Convertible Senior Notes.
  2. The new notes carry a 4.0% annual interest rate and mature on December 15, 2020.
  3. The principal amount of the new notes will accrete at 1.85% annually, compounding semi-annually, starting December 27, 2012.
  4. The accreted portion of the principal does not bear interest and is not convertible into common stock.
  5. The initial conversion rate is 49.0557 shares per $1,000 principal amount, implying a conversion price of $20.385 per share.
  6. Ciena has reserved 9,197,944 shares of common stock for issuance upon conversion of the new notes.
  7. The exchange transactions were conducted as private offerings under an exemption from registration with the SEC.

03—Questions

Frequently Asked Questions

  1. What was the main purpose of this 8-K filing?

    The main purpose of this filing was to report Ciena Corporation's entry into a material definitive agreement concerning the exchange of its existing convertible senior notes for new convertible senior notes.

  2. What are the key terms of the new 4.0% Convertible Senior Notes due 2020?

    The new notes have a principal amount of $187.5 million, mature on December 15, 2020, and bear a 4.0% annual interest rate. The principal will also accrete at 1.85% annually. They are convertible into Ciena's common stock at an initial rate of 49.0557 shares per $1,000 principal, equivalent to a conversion price of $20.385 per share.

  3. How does the accretion of principal affect the notes?

    The principal amount of the new notes will accrete at 1.85% per year, compounding semi-annually. Importantly, this accreted portion of the principal does not earn interest and is not convertible into shares of Ciena's common stock.

  4. Under what circumstances can the new notes be converted?

    Holders can convert the notes at their option prior to maturity. Ciena may also elect to convert the notes under certain conditions. Upon conversion, especially in connection with fundamental changes, holders may receive a make-whole premium in cash or stock.

04—Continue

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