Issuer Free Writing Prospectus dated September 7, 2018
Filed Pursuant to Rule 433
Registration
No. 333-227199
Supplementing the Preliminary Prospectus Supplement dated September 5, 2018
(To Prospectus dated September 5, 2018)
Infinera Announces Pricing of $350 Million Convertible Senior Notes
Offering and 100% Capped Call to Manage Dilution
Sunnyvale, Calif.
September
7
, 2018
Infinera (NASDAQ: INFN), provider of Intelligent Transport Networks,
announced today the pricing of $350 million aggregate principal amount of convertible senior notes due 2024 in an underwritten registered public offering. The offering was upsized from an originally announced $275 million in aggregate
principal amount. Infinera expects the offering of notes to close on September 11, 2018, subject to customary closing conditions. Infinera also granted the underwriter of the notes a
30-day
option to
purchase up to an additional $52.5 million in aggregate principal amount of notes to cover over-allotments, if any.
In connection with the pricing
of the notes, Infinera entered into capped call transactions in order to reduce or offset the potential dilution to Infineras common stock upon conversion of the notes to equity and/or offset any cash payments Infinera is required to make in
excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions is initially $15.19 per share of Infineras common stock, which represents
a premium of 100% to the $7.595 per share closing price of Infineras common stock on September 6, 2018.
Terms of the Notes and Capped Calls:
The notes will be general unsecured obligations of Infinera, and interest will be payable semiannually in arrears at a rate of 2.125% per year on
March 1 and September 1 of each year, beginning on March 1, 2019. The notes will mature on September 1, 2024, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The initial conversion
rate is 101.2812 shares of Infineras common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $9.87 per share of Infineras 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 June 1, 2024, 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, but not less than all, of the notes, at its option, on or after September 5, 2021 if the last reported sale price of
Infineras common stock has been at least 130% of the conversion price 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