Infinera Completes $373.75 Million Convertible Senior Notes Offering and Repurchases Approximately $300 Million of 2024 Convertible Notes
San Jose, Calif. – August 8, 2022, 4:23 p.m. ET – Infinera Corporation (NASDAQ: INFN) announced today the closing of its previously announced offering of 3.75% convertible senior notes due 2028 (the “2028 Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). After the exercise in full of the option to purchase additional 2028 Notes, the aggregate principal amount of 2028 Notes issued in the offering was $373.75 million, with the Company receiving net proceeds (after fees and other expenses) of approximately $362.50 million.
The Company used approximately $283.62 million of the net proceeds from this offering to repurchase, including the payment of accrued and unpaid interest, approximately $300 million in aggregate principal amount of its 2.125% Convertible Senior Notes due 2024 in privately negotiated transactions concurrently with the offering. The company intends to use the remaining net proceeds from the 2028 Notes offering for general corporate purposes, including working capital and to fund growth opportunities and potential strategic projects.
Infinera CFO Nancy Erba said, “We are pleased with the successful completion of this transaction, an important and positive step for the company, as we continue to execute our plan. The transaction allows us to repurchase approximately $300 million of our 2024 convertible notes and strengthen our financial position, while remaining focused on driving our 8x4x1 strategy and achieving our target business model.”
The net effect of the transactions described above, had these transactions closed on the last day of Infinera’s fiscal second quarter on June 25, 2022, is summarized below.
Summary of unaudited and approximate changes to key balance sheet metrics and outstanding shares:
1. The calculation of supplemental diluted outstanding shares assumes that the Company elects to settle entirely in shares all conversions of the 2024 and 2027 Notes and the portion of the conversion value of the 2028 Notes that exceeds the principal amount thereof. The pre-issuance (of 2028 Notes) supplemental diluted outstanding shares are sourced from the Q2’22 earnings press release. To the extent the price of the Company’s common stock for any relevant period exceeds $6.80 (which is the conversion price of the 2028 Notes), the calculation to compute the incremental dilutive impact from the 2028 Notes, assuming that the Company elects to settle the conversion value in excess of the principal amount entirely in shares, is as follows: ((average share price – strike price) x 54.985 million shares) divided by average share price (note: the 54.985 million shares assumes the entire $373.75 million of 2028 Notes remains outstanding).Upon conversion, Infinera is required to repay the principal portion of the 2028 Notes in cash.
Tel. +1 (916) 595-8157
Tel. +1 (669) 295-1489
Infinera is a global supplier of innovative open optical networking solutions that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications.
Infinera and the Infinera logo are registered trademarks of Infinera Corporation.
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Infinera’s future financial or operating performance and are based on current expectations, forecasts and assumptions that involve risks and uncertainties. Such forward-looking statements include, without limitation, the anticipated use of proceeds from the offering and the effect of the transaction on strengthening Infinera’s financial position and ability to achieve its target business model. Forward-looking statements can also be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or the negative of these words or similar terms or expressions that concern Infinera’s expectations, strategy, priorities, plans or intentions. These statements are based on information available to Infinera as of the date hereof and actual results could differ materially from those stated or implied due to risks and uncertainties.
More information on potential factors that may impact Infinera’s business are set forth in its most current quarterly and annual reports on file with the Securities and Exchange Commission (the “SEC”), including its Quarterly Report on Form 10-Q for the Fiscal Quarter ended June 25, 2022 as filed with the SEC on July 28, 2022, as well as subsequent documents and reports filed with or furnished to the SEC from time to time. These reports are available on the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.