Infinera Announces Upsize and Pricing of $325 Million Convertible Senior Notes Offering and Repurchase of Approximately $300 Million Aggregate Principal Amount of Convertible Senior Notes due 2024
August 03 2022 - 10:38PM
Infinera (NASDAQ: INFN) announced today the pricing of $325 million
aggregate principal amount of convertible senior notes due 2028
(the “Notes”) in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). The offering was upsized from an
originally announced $275 million in aggregate principal amount.
Infinera expects the offering of the Notes to close on August 8,
2022, subject to customary closing conditions. Infinera also
granted the initial purchaser of the Notes a 13-day option to
purchase up to an additional $48.75 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 3.75% per year on February 1 and August 1 of each year,
beginning on February 1, 2023. The Notes will mature on August 1,
2028, unless repurchased, redeemed or converted prior to such
date.
The initial conversion rate is 147.1183 shares of
common stock per $1,000 principal amount of Notes (equivalent to an
initial conversion price of approximately $6.80 per share of
Infinera’s common stock, which represents a 32.5% premium to
Infinera’s closing stock price on August 3, 2022). Upon conversion,
Infinera will pay cash up to the aggregate principal amount of the
Notes to be converted and 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, in respect of
the remainder, if any, of its conversion obligation in excess of
the aggregate principal amount of the Notes being converted. Prior
to May 1, 2028, 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 August 5, 2025, 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 estimates that the net proceeds from this
offering will be approximately $315.1 million (or approximately
$362.5 million if the initial purchaser exercises its option to
purchase additional notes in full), after deducting the initial
purchaser’s discount and estimated offering expenses.
Infinera intends to use approximately $283.6
million, which includes accrued and unpaid interest, of the net
proceeds from the offering to repurchase approximately $300 million
in aggregate principal amount of its 2.125% Convertible Senior
Notes due 2024 in privately negotiated transactions concurrently
with the offering. Infinera intends to use the remaining net
proceeds from the offering for general corporate purposes,
including working capital and 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 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 |
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Investors:Amitabh PassiTel: +
1 (669) 295-1489apassi@infinera.com |
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About
Infinera
Infinera is a global supplier of innovative open
optical networking solutions that enable carriers, cloud operators,
governments, and enterprises to scale network bandwidth, accelerate
service innovation, and automate network operations. Infinera
solutions deliver 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 within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements generally relate to future events or
Infinera’s future financial or operating performance and are based
on current expectations, forecasts and assumptions that involve
risks and uncertainties. Such forward-looking statements include,
without limitation, the completion, timing and size of the proposed
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 the negative of these words or similar terms or
expressions that concern Infinera’s expectations, strategy,
priorities, plans or intentions. 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 (the “SEC”), including its Quarterly Report on
Form 10-Q for the Fiscal Quarter ended June 25, 2022 as filed with
the SEC on July 28, 2022, as well as subsequent documents and
reports filed with or furnished to the SEC from time to time. These
reports are available on the SEC’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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