Overview
- The offering, which priced Tuesday, closed as a Rule 144A private placement for $2.5 billion of zero-percent convertible senior notes due Sept. 15, 2031 with underwriters given an option for up to $375 million more.
- Ciena set an initial conversion price near $746.66 per share, about a 60% premium to the June 8 close, and limited conversions before mid-June 2031 with full convertibility allowed late in the term.
- The company will use roughly $1.14 billion of net proceeds to repay a term loan, about $140 million to repurchase roughly 0.3 million shares at a June 8 reference price, and roughly $100 million to pay for convertible-note hedge transactions.
- Ciena implemented hedges and paired warrant transactions (initial warrant strike reported near $1,000) to reduce near-term dilution but those instruments could create dilution if the stock rises above their strike levels.
- The stock fell about 3.8% after the announcement as investors weighed lower near-term cash interest and improved leverage against the risk of future equity dilution and the fact that conversion shares would be unregistered under the private placement.