15 August 2013

JDSU to raise $575m via private offering, targeting stock repurchases and strategic transactions

Optoelectronic chip and module maker JDSU of Milpitas, CA, USA has announced that, subject to market and other conditions, it plans to offer up to $575m principal amount of its senior convertible debentures due 2033 through a private offering to qualified institutional buyers. JDSU expects to grant the initial purchasers a 30-day option to purchase up to an additional $75m principal amount of additional notes, exercisable for 30 days after the pricing date of the notes offering.

The interest rate, initial conversion rate and other terms of the notes will be determined by negotiations between JDSU and the initial purchasers of the notes. In certain circumstances and during certain periods, the notes may be converted at the option of holders into cash up to their principal amount, and into shares of JDSU common stock, cash or a combination thereof at JDSU’s election for the conversion value above the principal amount, if any.

JDSU plans to use up to $100m of the net proceeds from the offering to repurchase shares of its outstanding common stock in privately negotiated transactions, which may be effected through one or more of the initial purchasers of the notes or their respective affiliates, concurrently with the consummation of the offering. The remaining net proceeds will be used for general corporate purposes, including potential strategic transactions.

Contingent and effective upon the closing of the offer and sale of the notes, JDSU intends to terminate its existing $250m revolving credit facility, which currently has no amounts outstanding.

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