PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 5, 2018)
Infinera Corporation
$350,000,000
2.125% Convertible Senior Notes due 2024
Interest payable on March 1 and September 1
We are offering $350,000,000 principal amount of our 2.125% Convertible Senior Notes due 2024 (the
notes). The notes will bear interest at a rate of 2.125% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2019. The notes will mature on September 1, 2024,
unless earlier repurchased, redeemed or converted.
Holders may convert their notes at their option at
any time prior to the close of business on the business day immediately preceding June 1, 2024 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on December 29, 2018 (and
only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately
preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in
which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such
trading day; or (3) upon the occurrence of specified corporate events. On or after June 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the notes may convert
their notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described
in this prospectus supplement.
The conversion rate for the notes will initially
be 101.2812 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $9.87 per share of common stock). The conversion rate for the notes will be subject to adjustment in some
events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events described in this prospectus supplement that occur prior to the maturity date of the notes or if we deliver a notice of redemption,
in certain circumstances we will increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such a corporate event or notice of redemption as the case may be.
Except as described in the immediately following sentence, we may not redeem the notes prior to September 5, 2021. If
the Acquisition (as defined below) is not consummated for any reason by January 23, 2019, or if the Purchase Agreement (as defined herein) is terminated for any reason (other than by consummation of the Acquisition), we may redeem all, but not
less than all, of the outstanding notes for cash on a redemption date to occur on or prior to April 23, 2019 for a redemption price for each $1,000 principal amount of notes equal to the sum of (i) $1,020, (ii) accrued and unpaid interest on such
notes to, but excluding, the redemption date and (iii) 75% of the excess, if any, of the redemption conversion value (as defined herein) over the initial conversion value (as defined herein). We may redeem for cash all, but not less than all, of the
notes, at our option, on or after September 5, 2021, if the last reported sale price of our 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 we provide 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. No sinking fund is provided for the notes.
If we undergo a fundamental change prior to the maturity date of the notes, holders may require us to repurchase for cash
all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The notes will be our senior
unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of our existing and future liabilities that are not so
subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables)
of our current or future subsidiaries.
On July 23, 2018, we entered into a definitive unit
purchase agreement (the Purchase Agreement) pursuant to which we will purchase all of the issued and outstanding limited liability company interests of Telecom Holding Parent LLC, a Delaware limited liability company
(Coriant, and such purchase, the Acquisition). We intend to use a portion of the net proceeds from the offering of the notes, after paying the cost of the capped call transactions described herein, to fund the cash
consideration and other amounts payable under the Purchase Agreement, including fees and expenses related thereto. We intend to use any remaining proceeds for general corporate purposes. This offering is not contingent on the consummation of the
Acquisition.
Investing in the notes involves risks. See
Risk Factors
beginning on page
S-15 of this prospectus supplement, as well as the documents we file with the Securities and Exchange Commission that are incorporated by reference herein for more information.
PRICE: 100%, PLUS ACCRUED INTEREST, IF ANY
We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system. Our
common stock is listed on The Nasdaq Global Select Market under the symbol INFN. The last reported sale price of our common stock on The Nasdaq Global Select Market on September 6, 2018 was $7.595 per share.
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Per Note
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Total
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Public Offering
Price
(1)
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$1,000
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$350,000,000
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Underwriting Discounts
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$27.50
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$9,625,000
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Proceeds to Us (before expenses)
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$972.50
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$340,375,000
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(1)
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Plus accrued interest, if any, from September 11, 2018
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If the underwriter sells more than the total principal amount of notes set forth
above, the underwriter has an option, exercisable within a
30-day
period, to purchase up to an additional $52,500,000 principal amount of notes solely to cover overallotments, if any.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company
on or about September 11, 2018. The issue price will include accrued interest, if any, from September 11, 2018 if settlement occurs after that date.
Sole Book-running Manager
MORGAN STANLEY
September 6, 2018