8-KOther EventsExhibits & Filings

COHERENT CORP. 8-K Report, Corporate Update (Jun 9, 2021)

Filed June 9, 2021For Securities:COHR

Summary

This 8-K filing from II-VI Incorporated (now Coherent Corp.) announces an increase in the equity investment from an affiliate of Bain Capital, LP. The investor has agreed to purchase an additional $350.0 million of Series B-2 Convertible Preferred Stock, bringing their total commitment to $2.15 billion. This expanded investment is tied to the pending business combination transaction between II-VI Incorporated and Coherent, Inc. This development signifies increased financial backing for the significant merger, which is a key strategic move for II-VI. Investors should note that this filing primarily serves as an update on financing for the acquisition and reiterates the risks and disclosures previously provided regarding the transaction and its potential impact on the combined company. The press release attached as an exhibit provides further details on this financing amendment.

Key Highlights

  • 1Bain Capital affiliate increased its total equity commitment to II-VI to $2.15 billion.
  • 2The increased commitment is for an additional $350.0 million of Series B-2 Convertible Preferred Stock.
  • 3This financing amendment is directly related to II-VI's pending business combination with Coherent, Inc.
  • 4The additional shares were agreed to be purchased immediately prior to the closing of the Coherent transaction.
  • 5The filing incorporates by reference a press release dated June 9, 2021, detailing this agreement.
  • 6The company reiterates various risk factors associated with the pending transaction and its financing.

Frequently Asked Questions

This 8-K filing primarily serves to announce an amendment to the investment agreement with an affiliate of Bain Capital, increasing their total equity commitment to II-VI Incorporated by $350 million to support the pending business combination with Coherent, Inc. The total commitment now stands at $2.15 billion.

The increased equity investment from Bain Capital provides additional financial backing for the acquisition of Coherent, Inc. While this enhances the financial security of the transaction, the filing also underscores that the transaction remains subject to customary closing conditions and includes significant risk factors that could impact its completion or the post-merger integration.

Following the agreement to purchase the Upsize Shares, the investor's total equity commitment to II-VI has increased to $2.15 billion.

The 'Upsize Shares' represent an additional $350 million investment by Bain Capital, indicating their continued confidence and increased support for the merger with Coherent. For existing II-VI and Coherent shareholders, this reinforces the financial capacity for the transaction but also highlights the substantial capital involved and the associated risks detailed in the filing.