Infinera Announces Pricing of $200 Million Convertible Senior Notes Offering
March 04 2020 - 10:30PM
Infinera (NASDAQ: INFN) announced today the pricing of $200 million
aggregate principal amount of convertible senior notes due 2027
(the “Notes”) in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended. Infinera expects the offering of the Notes to close on
March 9, 2020, subject to customary closing conditions. Infinera
also granted the initial purchaser of the Notes a 13-day option to
purchase up to an additional $30 million in aggregate principal
amount of Notes.
The Notes will be general, unsecured obligations of Infinera,
and interest will be payable semiannually in arrears at a rate of
2.50% per year on March 1 and September 1 of each year, beginning
on September 1, 2020. The Notes will mature on March 1, 2027,
unless repurchased, redeemed or converted prior to such
date.
The initial conversion rate is 130.5995 shares of common stock
per $1,000 principal amount of Notes (equivalent to an initial
conversion price of approximately $7.66 per share of Infinera’s
common stock). Upon conversion, Infinera will pay or deliver, as
the case may be, cash, shares of common stock of Infinera or a
combination of cash and shares of common stock of Infinera, at its
election. Prior to December 1, 2026, the Notes will be
convertible at the option of holders only upon satisfaction of
certain conditions and during certain periods. Thereafter, the
Notes will be convertible at the option of holders at any time
until the close of business on the second scheduled trading day
immediately preceding the maturity date.
Infinera may redeem for cash all or any part of the Notes, at
its option, on or after March 5, 2024, if the last reported sale
price of Infinera’s common stock has been at least 130% of the
conversion price for the Notes then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the
date on which Infinera provides notice of redemption at a
redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest to, but excluding,
the redemption date.
Holders of the Notes will have the right to require Infinera to
repurchase for cash all or any portion of their Notes at a
repurchase price equal to 100% of their principal amount, plus any
accrued and unpaid interest, upon the occurrence of a fundamental
change (as defined in the indenture relating to the Notes).
Infinera, under certain circumstances, will also be required to
increase the conversion rate for holders who convert their notes in
connection with certain fundamental changes occurring prior to the
maturity date or following Infinera’s issuance of a notice of an
optional redemption.
Infinera intends to use the net proceeds from the offering for
general corporate purposes, including working capital to fund
growth and potential strategic projects.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. The Notes and the shares of
common stock issuable upon conversion of the Notes, if any, have
not been, and will not be, registered under the Securities Act of
1933, as amended, or the securities laws of any other jurisdiction,
and may not be offered or sold in the United States without
registration or an applicable exemption from registration
requirements.
Contacts:
Media:Anna VueTel. + 1 (916) 595-8157avue@infinera.com
Investors:Lauren Sloane, The Blueshirt Group for Infinera Tel: +
1 (415) 217-2632ir@infinera.com
About Infinera
Infinera is a global supplier of innovative networking solutions
that enable carriers, cloud operators, governments, and enterprises
to scale network bandwidth, accelerate service innovation, and
automate network operations. The Infinera end-to-end packet optical
portfolio delivers industry-leading economics and performance in
long-haul, submarine, data center interconnect, and metro transport
applications.
Infinera and the Infinera logo are registered trademarks of
Infinera Corporation.
Forward-Looking Statements
This press release contains certain forward-looking statements
based on current expectations, forecasts and assumptions that
involve risks and uncertainties. Such forward-looking statements
include, without limitation, the completion of the offering and the
anticipated use of proceeds from the offering. Forward-looking
statements can also be identified by forward-looking words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “should,” “will,” and “would” or similar words. These
statements are based on information available to Infinera as of the
date hereof and actual results could differ materially from those
stated or implied due to risks and uncertainties. More information
on potential factors that may impact Infinera’s business are set
forth in its most current quarterly and annual reports on file with
the Securities and Exchange Commission, as well as subsequent
documents and reports filed with or furnished to the Securities and
Exchange Commission from time to time. These reports are available
on the Securities and Exchange Commission’s website at www.sec.gov.
Infinera assumes no obligation to, and does not currently intend
to, update any such forward-looking statements.
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