Linthicum, MD — 10/18/2010
Ciena® Corporation (NASDAQ:CIEN, news, filings) today announced the successful closing of its offering of $350 million aggregate principal amount of Convertible Senior Notes due 2018 (the “Notes”) sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Ciena initially offered $320 million in principal amount of Notes through the initial purchasers, and the initial purchasers exercised in full an over-allotment option to purchase an additional $30 million in Notes. The Notes are Ciena’s senior unsecured obligations and rank equally with all of Ciena’s other existing and future senior unsecured debt. The Notes bear interest at the rate of 3.75% per annum from the date of issuance, payable semi-annually on April 15 and October 15, commencing on April 15, 2011. The Notes will mature on October 15, 2018.
The Notes may be converted prior to maturity (unless earlier repurchased) at the option of the holder into shares of Ciena common stock at the initial conversion rate of 49.5872 shares of Ciena common stock per $1,000 in principal amount of Notes, which is equal to an initial conversion price of approximately $20.17 per share and represents a 32.5% conversion premium over the closing price of Ciena common stock of $15.22 on October 12, 2010.
Ciena will use approximately $76.2 million of the net proceeds of this offering to repurchase, in privately negotiated transactions, approximately $81.8 million in aggregate principal amount of its 0.25% Convertible Senior Notes due May 1, 2013. Ciena intends to use the remainder of the net proceeds of this offering for general corporate purposes, which may include the repayment at maturity or further repurchase, from time to time, of its outstanding 0.25% Convertible Senior Notes due May 1, 2013.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes and the shares of Ciena common stock issuable upon conversion of the Notes 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 absent registration under the Securities Act or an applicable exemption from registration requirements.
Forward Looking Statements: This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof; and Ciena’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Quarterly Report on Form 10-Q, which Ciena filed with the Securities and Exchange Commission on September 8, 2010. Forward-looking statements include statements regarding Ciena’s expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
Nicole Anderson
Ciena Corporation
(877) 857 -7377
pr@ciena.com
Gregg Lampf
Ciena Corporation
(888) 243-6223
ir@ciena.com
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