16 December 2016

Finisar to offer $450m of convertible senior notes in private placement

Fiber-optic communications component and subsystem maker Finisar Corp of Sunnyvale, CA, USA says that it intends to offer $450m of convertible senior notes due 2036 in a private placement. It also expects to grant the initial purchasers a 30-day option to purchase up to $67.5m extra of the notes, solely to cover over-allotments. The notes will be offered and sold by the initial purchasers only to qualified institutional buyers.

Interest will be payable semi-annually in arrears on 15 June and 15 December, commencing 15 June 2017. The notes will mature on 15 December 2036, unless earlier converted, repurchased or redeemed.

The terms will require Finisar to repurchase notes at the option of the holders for cash on dates to be determined, in each case at a repurchase price equal to the principal amount, plus accrued and unpaid interest up to, but excluding, the repurchase date. In addition, the terms will permit holders to require Finisar to repurchase their notes upon the occurrence of a fundamental change. The terms will permit Finisar to redeem all or a part of such notes on and after a date to be determined.

Prior to 15 June 2036, the notes will be convertible at the option of the holders only upon the occurrence of specified events, and thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at any time. Upon conversion, the notes will be settled in cash, shares of Finisar's common stock or any combination (at Finisar's option). Final terms of the notes, including the interest rate, initial conversion rate and other terms, will be determined by negotiations between Finisar and the initial purchasers of the notes at the time of the pricing of the offering.

Finisar expects to use the net proceeds from the offering for general corporate purposes (including working capital) and may also use part of the net proceeds to acquire complementary businesses, products or technologies (although Finisar has no present commitments with respect to any such acquisitions). Pending such uses, Finisar may invest the net proceeds in highly liquid cash equivalents or US government securities.

Tags: Finisar

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