SUNNYVALE, Calif., Sept. 07, 2018 (GLOBE NEWSWIRE) — Infinera (Nasdaq: INFN), provider of Intelligent Transport Networks, announced today the pricing of $350 million aggregate principal amount of convertible senior notes due 2024 in an underwritten registered public offering. The offering was upsized from an originally announced $275 million in aggregate principal amount. Infinera expects the offering of notes to close on September 11, 2018, subject to customary closing conditions. Infinera also granted the underwriter of the notes a 30-day option to purchase up to an additional $52.5 million in aggregate principal amount of notes to cover over-allotments, if any.
In connection with the pricing of the notes, Infinera entered into capped call transactions in order to reduce or offset the potential dilution to Infinera’s common stock upon conversion of the notes to equity and/or offset any cash payments Infinera is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions is initially $15.19 per share of Infinera’s common stock, which represents a premium of 100% to the $7.595 per share closing price of Infinera’s common stock on September 6, 2018.
Terms of the Notes and Capped Calls:
The notes will be general unsecured obligations of Infinera, and interest will be payable semiannually in arrears at a rate of 2.125% per year on March 1 and September 1 of each year, beginning on March 1, 2019. The notes will mature on September 1, 2024, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The initial conversion rate is 101.2812 shares of Infinera’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $9.87 per share of Infinera’s common stock). Upon conversion, Infinera will 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. Prior to June 1, 2024, 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.
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