01—Abstract
Summary
Summary of the 8-K filed September 24, 2019. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing announces the completion of II-VI Incorporated's (now Coherent Corp.) acquisition of Finisar Corporation on September 24, 2019.
The merger involved a combination of cash and stock consideration for Finisar shareholders, with an aggregate consideration split approximately 60% cash and 40% stock. This significant transaction consolidates two key players in the photonics industry, creating a larger entity with expanded market reach. The filing also details a substantial new credit facility of $2.425 billiona entered into by II-VI Incorporated to finance the acquisition, refinance existing debt, and pay related expenses.
Additionally, the company has guaranteed Finisar's outstanding convertible notes and assumed certain Finisar equity awards and retirement plans. Three new directors from Finisar have joined II-VI's board, reflecting the integration of the acquired company.
02—Key points
Key Highlights
- Completion of the acquisition of Finisar Corporation by II-VI Incorporated (now Coherent Corp.) on September 24, 2019.
- Merger consideration comprised approximately 60% cash and 40% stock, with options for shareholders to elect their preferred mix.
- II-VI Incorporated secured a new $2.425 billion senior secured credit facility to fund the acquisition, refinance existing debt, and cover transaction costs.
- Finisar's outstanding 0.50% Convertible Senior Notes due 2036 have been guaranteed by II-VI Incorporated, with conversion rights now exercisable into II-VI Common Stock.
- Three designees from Finisar's board of directors (Michael L. Dreyer, Jerry S. Rawls, Robert N. Stephens) have joined the II-VI Incorporated Board of Directors.
- Finisar's common stock is expected to be delisted from Nasdaq around October 4, 2019.
- The company will file pro forma financial information related to the acquisition in a subsequent amendment.
03—Questions
Frequently Asked Questions
What was the primary purpose of this 8-K filing?
This 8-K filing announces the official completion of II-VI Incorporated's (now Coherent Corp.) acquisition of Finisar Corporation on September 24, 2019. It details the financing arrangements, the terms of the merger consideration, and the integration steps being taken.
How was the acquisition of Finisar financed?
The acquisition was primarily financed through a new $2.425 billion senior secured credit facility. A portion of these proceeds, along with existing cash and short-term investments, was used to pay the cash portion of the merger consideration and related fees. The new credit facility also allowed for the refinancing of II-VI's prior credit facilities and the repayment of Finisar's convertible notes.
What is the impact on Finisar's convertible notes?
II-VI Incorporated has fully and unconditionally guaranteed Finisar's 0.50% Convertible Senior Notes due 2036. The terms of these notes have been amended so that holders can convert them into cash and/or shares of II-VI's common stock, rather than Finisar's common stock. The closing of the merger constituted a Fundamental Change and a Make-Whole Fundamental Change for these notes.
What happened to Finisar's stock and its listing?
Finisar's common stock was suspended from trading on the Nasdaq Stock Market following the close of business on September 23, 2019, and was expected to be delisted around October 4, 2019, as a result of the acquisition.
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