01—Abstract
Summary
Summary of the 8-K filed June 30, 2023. Cited figures are marked; the original filing is the authoritative source.
Coherent Corp. (COHR) announced a mandatory conversion of all its outstanding 6.00%a Series A Mandatory Convertible Preferred Stock into common stock.
This conversion is set to occur on July 3, 2023, at a fixed rate of 4.4523 shares of common stock per preferred share. This event will result in the issuance of approximately 10.2 million new shares of common stock, effectively retiring the preferred stock class and eliminating its associated dividend obligations. Following the conversion, Coherent Corp. plans to delist the Series A Preferred Stock from the New York Stock Exchange and suspend its reporting obligations related to this preferred stock with the SEC.
Holders of the preferred stock will receive a final quarterly dividend of $3.00b per share on the conversion date. No further action is required from preferred stockholders, as the conversion is automatic.
02—Key points
Key Highlights
- Mandatory conversion of all outstanding 6.00% Series A Mandatory Convertible Preferred Stock into common stock on July 3, 2023.
- Conversion rate set at 4.4523 shares of Common Stock for each share of Preferred Stock.
- Approximately 10.2 million shares of Common Stock will be issued upon conversion.
- Preferred Stock will be delisted from the NYSE and deregistered under Section 12(b) of the Exchange Act.
- Company intends to suspend reporting obligations for the Preferred Stock under Sections 13 and 15(d) of the Exchange Act.
- Final quarterly cash dividend of $3.00 per share on Preferred Stock to be paid on the Conversion Date to shareholders of record as of June 15, 2023.
- All rights associated with the Preferred Stock, including dividend rights, will terminate after the Conversion Date, except for the conversion shares and cash in lieu of fractional shares.
03—Questions
Frequently Asked Questions
What is the main event being announced by Coherent Corp. in this filing?
Coherent Corp. is announcing the mandatory conversion of all its outstanding 6.00% Series A Mandatory Convertible Preferred Stock into shares of its common stock, which will occur automatically on July 3, 2023.
How many shares of common stock will be issued, and what is the conversion ratio?
The conversion will result in the issuance of approximately 10.2 million shares of common stock. The conversion rate is fixed at 4.4523 shares of common stock for each share of preferred stock.
Will preferred stockholders need to take any action to convert their shares?
No, no action is required by holders of the Preferred Stock. The conversion is automatic and will occur in accordance with the terms of the Preferred Stock.
What happens to the Preferred Stock after the conversion?
After the conversion date, no shares of Preferred Stock will be outstanding. The Company plans to delist the Preferred Stock from the NYSE and suspend its related SEC reporting obligations. All rights associated with the Preferred Stock will terminate, except for the right to receive the converted common stock and any cash for fractional shares.
04—Continue