8-KMaterial AgreementsExhibits & Filings

COHERENT CORP. 8-K Report, Material Agreement (May 31, 2019)

Filed May 31, 2019For Securities:COHR

Summary

This 8-K filing from II-VI Incorporated (now Coherent Corp.) details an amendment to its credit agreement, primarily to facilitate its pending acquisition of Finisar Corporation. The amendment increases the aggregate commitments under the Term A Facility from $1.175 billion to $1.255 billion while decreasing the Term B Facility commitments from $800 million to $720 million. The total senior secured financing under the New Senior Credit Facilities will be $1.705 billion, comprising a $1.255 billion Term A loan and a $450 million revolving credit facility. The primary purpose of this new financing is to fund the cash portion of the merger consideration for the Finisar acquisition, as well as related fees and expenses. The company does not currently intend to draw on the revolving credit facility for merger funding. The new credit facilities are expected to replace existing credit facilities and also address Finisar's outstanding convertible notes upon the merger's completion. The filing emphasizes that these new facilities are contingent upon the successful consummation of the merger and other closing conditions, and borrowings are not yet outstanding.

Key Highlights

  • 1Amendment to Credit Agreement increases Term A Facility to $1.255 billion and decreases Term B Facility to $720 million, totaling $1.705 billion in new senior secured financing.
  • 2The financing is primarily intended to fund the cash portion of the pending acquisition of Finisar Corporation.
  • 3The new credit facilities include a five-year senior secured first-lien term A loan and a five-year senior secured first-lien revolving credit facility.
  • 4Upon closing of the Finisar merger, these new facilities will be used to refinance II-VI's existing credit agreement.
  • 5The new facilities will also be used to repay Finisar's outstanding convertible notes, totaling $575.0 million.
  • 6Borrowings under the New Senior Credit Facilities are contingent on the consummation of the Finisar merger and other closing conditions.
  • 7The company has identified significant risks and uncertainties related to the completion and integration of the Finisar acquisition.

Frequently Asked Questions

The main purpose of this filing is to announce an amendment to II-VI Incorporated's credit agreement. This amendment is crucial for securing the financing necessary to complete the pending acquisition of Finisar Corporation.

The amendment adjusts the financing package for the Finisar acquisition. It increases the Term A loan facility by $80 million to $1.255 billion and reduces the Term B loan facility by $80 million to $720 million. The total senior secured financing package amounts to $1.705 billion, which will be used to fund the cash portion of the merger consideration and related expenses.

No, as of the filing date, no borrowings are outstanding under the New Senior Credit Facilities. The ability to borrow is subject to several conditions, most importantly the consummation of the Finisar merger. The company cannot borrow under these facilities until these conditions are met.

Upon the consummation of the merger, the New Senior Credit Facilities will also be used to repay Finisar's outstanding convertible notes, which have an aggregate principal amount of $575.0 million. Additionally, the new facilities will refinance II-VI's current credit facilities.