Ciena[R] Corporation (NASDAQ: CIEN) announced that it
intends to sell, subject to market and other conditions, approximately $250
million in aggregate principal amount of Convertible Senior Notes due 2015 (the
"Notes"), in a private offering to qualified institutional buyers in
reliance on an exemption from registration under the Securities Act of 1933, as
amended (the "Securities Act"). The Notes will be Ciena's senior
unsecured obligations and will rank equally with all of Ciena's other existing
and future senior unsecured debt. The interest rate, conversion rate and other
terms of the Notes will be determined at the time of pricing of the offering.
Ciena intends to use approximately $243.8 million of
the net proceeds of this offering to replace its existing contractual
obligation to issue $239 million in 6% senior convertible notes due 2017 as
part of the aggregate purchase price for its pending acquisition of the optical
networking and carrier Ethernet assets of Nortel's Metro Ethernet Networks
(MEN) business. Ciena's agreement to acquire Nortel's MEN assets permits Ciena
to elect, prior to closing, to replace the $239 million in 6% senior
convertible notes due 2017 that are to be issued as part of the purchase price
with cash equivalent to 102% of the face amount of the notes replaced, or
$243.8 million. Ciena intends to use the remaining net proceeds, if any, from
this offering to reduce the amount of cash on hand that it needs to fund the
$530.0 million cash portion of the aggregate purchase price for the acquisition
of Nortel's MEN assets. The offering of the Notes will not be conditioned on
the closing of the acquisition, and if the acquisition is not completed, Ciena
intends to use the net proceeds of the offering for general corporate purposes.
Keywords: Acquisitions, Data Management, Ethernet,
Fiber-optic Network, Finance, Internet, Investing, Investment, Mergers, Mobile
and Wireless, Networks, Optical Networking, Other Technology, Professional
Services, Securities Act Of 1933, Software, Technology, Ciena Corporation.
This
article was prepared by Computers, Networks & Communications editors from
staff and other reports.
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