Brocade Communications Systems, Inc. (NASDAQ:BRCD) Files An 8-K Other EventsItem 8.01 Other Events.
1.375% Convertible Senior Notes due 2020 (the “Notes”)
On November27, 2017, Brocade Communications Systems, Inc., a Delaware corporation (the “Company”), delivered a supplement (the “Supplement”) to its Notice of Merger Event and Supplemental Indenture; Notice of Make-Whole Fundamental Change; and Fundamental Change Company Notice (the “Notice”) previously delivered to Wells Fargo Bank, National Association (“Wells Fargo”), and to the holders of the Notes on November17, 2017. A copy of the Notice was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on November17, 2017. The sole purpose of the Supplement is to implement a de minimis correction to the calculations of the Base Conversion Rate and the Make-Whole Conversion Rate (each as defined in the Notice) relating to the conversion rights under the Notes.
Specifically, the Supplement specifies that the Base Conversion Rate is equal to 63.7093 shares of Common Stock (as defined in the Notice) per $1,000 principal amount of Notes (increased from 63.7088 shares of Common Stock as set forth in the original Notice) and the Conversion Rate (as defined in the Indenture) applicable to Notes that are surrendered for conversion during the Make-Whole Fundamental Change Period (as defined in the Indenture) is equal to 16.1242 shares of Common Stock per $1,000 principal amount of Notes (increased from 16.1043 shares of Common Stock as set forth in the original Notice) to yield a Conversion Rate of 79.8335 shares of Common Stock per $1,000 principal amount of Notes (increased from 79.8131 shares of Common Stock as set forth in the original Notice). Accordingly, the total amount of consideration to be paid for each $1,000 principal amount of Notes surrendered for conversion during the Make-Whole Fundamental Change Period is expected to be $1,017.8771 in cash (increased from $1,017.6170 as set forth in the original Notice).
The underlying calculations are available to holders on the Company’s website at http://www.brocade.com/en/about-us.html.
The foregoing is only a brief description of the Supplement and is qualified in its entirety by reference to the Supplement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
4.625% Senior Notes due 2023 (the “Senior Notes”)
The Company has provided a notice to Wells Fargo, as the trustee of the Senior Notes, calling all outstanding Senior Notes for redemption on January16, 2018 in accordance with the terms of the Senior Notes and the related indenture governing such Senior Notes.
Item 8.01. Financial Statements and Exhibits
(d) Exhibits.
BROCADE COMMUNICATIONS SYSTEMS INC ExhibitEX-99.1 2 d464093dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 SUPPLEMENT TO THE NOTICE OF MERGER EVENT AND SUPPLEMENTAL INDENTURE NOTICE OF MAKE-WHOLE FUNDAMENTAL CHANGE FUNDAMENTAL CHANGE COMPANY NOTICE To the holders of all outstanding BROCADE COMMUNICATIONS SYSTEMS,…To view the full exhibit click here
About Brocade Communications Systems, Inc. (NASDAQ:BRCD)
Brocade Communications Systems, Inc. (Brocade) is a supplier of networking hardware, software and services, including storage area networking (SAN) solutions and Internet protocol (IP) networking solutions for businesses and organizations of various types and sizes. The Company operates through three segments: SAN Products, IP Networking Products and Global Services. The SAN Products segment includes infrastructure products and solutions that help customers develop and deploy storage and server consolidation, disaster recovery and data security. The IP Networking Products segment includes Layer 2 and Layer 3 Ethernet switches, and routers to connect users over private and public networks. The Global Services segment includes break or fix maintenance, installation, consulting, network management and software maintenance, and post-contract customer support. Its products enable customers to deploy architectures and technologies, including virtualization and cloud computing.