Ciena Corporation (NYSE:CIEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August2, 2017, Ciena Corporation (the “Company”) entered into an Indenture (the “Indenture”) with the Bank of New York Mellon, N.A., as Trustee, relating to a new series of 3.75% Convertible Senior Notes due 2018 (the “New Notes”) issued in connection with its recently completed exchange offer (the “Exchange Offer”) of the New Notes, together with an exchange fee of $2.50 per $1,000 aggregate principal amount at maturity, for the Company’s outstanding 3.75% Convertible Senior Notes due 2018 (the “Old Notes”). The Exchange Offer expired at 12:00 midnight, New York City time, at the end of the day on Friday, July28, 2017. Following settlement of the Exchange offer on August 2, 2017, $61,270,000 in aggregate principal amount at maturity of Old Notes and $288,730,000 in aggregate principal amount at maturity of New Notes are outstanding.
The Exchange Offer was made to the terms of the Company’s Registration Statement on Form S-4 (SEC File No.333-219060) and a related prospectus filed by the Company on July28, 2017 to Rule 424(b)(3) under the Securities Exchange Act of 1934, as amended (the “Prospectus”). The terms of the Indenture and the New Notes are described in the section of the Prospectus entitled “Description of the New Notes”, which is incorporated in this Form 8-K by reference. A copy of the Indenture is filed with this Form 8-K as Exhibit 4.1 and is incorporated in this Item 1.01 by reference.
Item 1.01. Other Events.
The New Notes issued under the indenture on August 2, 2017 give the Company the option, at its election, to settle conversions of such notes for cash, shares of its common stock, or a combination of cash and shares. Diluted earning per share calculation for convertible debt instruments (such as the New Notes) that may be settled entirely or partly in cash may, in certain circumstances where the borrower has the ability and intent to settle in cash, be accounted for utilizing the treasury stock method. Under this method, the shares issuable upon conversion of the New Notes would not be included in the calculation of diluted earnings per share, except to the extent that the conversion value of the New Notes exceeds their principal amount. It is the Company’s current intent that upon conversion of the New Notes it will settle the principal amount thereof in cash. Accordingly, the Company intends to use the treasury stock method for the New Notes in its diluted earnings per share calculation.
Item 1.01. Financial Statements and Exhibits.
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ExhibitNo. |
Description |
| 4.1 | Indenture dated August2, 2017 between Ciena Corporation and The Bank of New York Mellon, N.A., as trustee, for 3.75% Convertible Senior Notes due 2018, including the Form of Note attached as Exhibit A thereto |
CIENA CORP ExhibitEX-4.1 2 d367146dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Ciena Corporation,…To view the full exhibit click here
About Ciena Corporation (NYSE:CIEN)
Ciena Corporation is a network specialist that focuses on providing communications networking solutions. The Company operates through four segments: Converged Packet Optical, Packet Networking, Optical Transport, and Software and Services. Its Converged Packet Optical portfolio includes networking solutions optimized for the convergence of coherent optical transport, optical transport network (OTN) switching and packet switching. Its Optical Transport products include stand-alone wavelength-division multiplexing (WDM) and synchronous optical networking/synchronous digital hierarchy (SONET/SDH)-based optical transport solutions. Its Packet Networking portfolio includes 8700 Packetwave platform, a multi-terabit packet switching platform for high-density metro networks and inter-data center wide area networks. Its software business consists of the development and licensing of element and network management software, and software-related services that support its hardware offerings.