Issuer |
Ciena Corporation (NASDAQ: CIEN) | |||
Securities Offered |
0.250% Convertible
Senior Notes due 2013 SEC Registered (Global) File No. 333-132952 |
|||
Aggregate principal amount offered
|
$300,000,000 (plus option to purchase up to an additional $45,000,000 in principal amount of notes to cover underwriters over-allotments) | |||
Maturity Date
|
May 1, 2013, unless earlier redeemed, repurchased or converted | |||
Interest
|
0.250% per annum, accruing from the settlement date | |||
Interest payment dates
|
Each May 1 and November 1, beginning November 1, 2006 | |||
Price to Public
|
$1,000 per $1,000 principal amount | |||
Underwriting Discount
|
2.50% | |||
Conversion premium
|
15.0% over NASDAQ closing price on April 4, 2006 | |||
Conversion price
|
$5.65 (approximately) per share of common stock | |||
Conversion rate
|
177.1009 shares of common stock per $1,000 principal amount of notes | |||
Ranking
|
Senior unsecured obligations | |||
Optional Redemption
|
The notes are not redeemable prior to May 5, 2009. | |||
At any time on or after May 5, 2009, if the closing sale price of common stock for at least 20 trading days in the 30 consecutive trading day period ending on the day one day prior to the date of a notice of redemption is greater than 130% of the applicable conversion price on the date of such notice, issuer may redeem all or a portion of the notes in whole or in part, at a redemption price in cash equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption | ||||
Repurchase at Option of Holder
Upon a Fundamental Change
|
Holders will, subject to certain exceptions, have the right, at their option, to require the issuer to purchase for cash any or all of their notes at a price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to the repurchase date |
Use of Proceeds
|
Issuer expects to receive approximately $292,200,000 after deducting estimated fees and expenses and underwriting discounts | |||
Issuer intends to use approximately $28.5 million of the net proceeds from the offering to purchase call spread option on its common stock to limit exposure to potential dilution from conversion of the notes, and the remaining proceeds will be used for general corporate purposes including possible repurchases of issuers outstanding 3.75% notes due 2008 | ||||
Trade date
|
April 4, 2006 | |||
Settlement date
|
April 10, 2006 | |||
CUSIP
|
171779 AB 7 | |||
Sole Bookrunner
|
Goldman, Sachs & Co. | |||
Adjustment to Conversion
Rate Upon a Fundamental
Change
|
The following table sets forth number of additional shares to be issuable per $1,000 initial principal amount of notes as a result of a fundamental change that occurs in the corresponding period subject to the conditions described in the prospectus. | |||
In no event, however, will the total number of shares of common stock issuable upon conversion exceed 203.6660 per $1,000 initial principal amount of notes, subject to adjustments. In addition, if the price paid per share of issuers common stock in the fundamental change is less than $4.91 or more than $25.00 (subject to adjustment), there will be no change in the conversion rate. | ||||
Effective Date | ||||||||||||||||||||||||||||||||||||
of Fundamental | ||||||||||||||||||||||||||||||||||||
Change | Stock Price ($) | |||||||||||||||||||||||||||||||||||
4.91 | 6.00 | 7.00 | 8.00 | 10.00 | 12.50 | 15.00 | 20.00 | 25.00 | ||||||||||||||||||||||||||||
April 10, 2006 |
26.6 | 17.7 | 13.8 | 8.8 | 5.0 | 2.8 | 1.8 | 1.5 | 1.2 | |||||||||||||||||||||||||||
May 1, 2007 |
26.6 | 17.7 | 12.8 | 8.2 | 4.3 | 2.3 | 1.5 | 1.4 | 0.5 | |||||||||||||||||||||||||||
May 1, 2008 |
26.6 | 16.8 | 11.4 | 6.7 | 3.0 | 1.5 | 1.4 | 1.3 | 0.3 | |||||||||||||||||||||||||||
May 1, 2009 |
26.6 | 15.7 | 9.9 | 3.7 | 1.5 | 1.3 | 1.4 | 1.2 | 0.2 | |||||||||||||||||||||||||||
May 1, 2010 |
26.6 | 15.7 | 8.4 | 2.4 | 1.3 | 1.1 | 1.0 | 1.0 | 0.1 | |||||||||||||||||||||||||||
May 1, 2011 |
26.6 | 15.5 | 7.4 | 2.3 | 1.2 | 1.0 | 0.7 | 0.7 | 0.0 | |||||||||||||||||||||||||||
May 1, 2012 |
26.6 | 15.4 | 6.0 | 1.2 | 1.0 | 0.9 | 0.5 | 0.4 | 0.0 | |||||||||||||||||||||||||||
May 1, 2013 |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||||||||
| the issuers total cash and cash equivalents, short-term investments and long-term investments, total long-term debt and total capitalization as of January 31, 2006; and | ||
| these amounts as adjusted to give effect to the sale of the notes (assuming that the underwriters option to purchase additional notes is not exercised), after deducting underwriting discounts and commissions, the issuers estimated offering expenses and the approximately $28.5 million cost of the call spread option on the issuers common stock. |
January 31, 2006 | ||||||||
Actual | As Adjusted(1) | |||||||
(In thousands, except for share data) | ||||||||
Cash and cash equivalents |
$ | 298,624 | $ | 562,324 | ||||
Short-term investments |
496,010 | 496,010 | ||||||
Long-term investments |
166,951 | 166,951 | ||||||
Total cash and cash equivalent,
short-term and long-term
investments |
$ | 961,585 | $ | 1,225,285 | ||||
3.75% Convertible Notes due February
1, 2008 |
542,262 | 542,262 | ||||||
0.250% Convertible Senior Notes due
2013 |
| 300,000 | ||||||
Total long-term debt |
$ | 542,262 | $ | 842,262 | ||||
Stockholders equity: |
||||||||
Preferred stock par value
$0.01; 20,000,000 shares
authorized; zero shares issued
and outstanding actual and
adjusted |
$ | | $ | | ||||
Common stock par value $0.01;
980,000,000 shares authorized;
581,581,317 shares issued and
outstanding actual and
adjusted(2) |
5,816 | 5,816 | ||||||
Additional paid-in capital |
5,493,614 | 5,465,114 | ||||||
Changes in unrealized gains on
investments, net |
(3,433 | ) | (3,433 | ) | ||||
Translation adjustment |
(505 | ) | (505 | ) | ||||
Accumulated deficit |
(4,758,886 | ) | (4,758,886 | ) | ||||
Total stockholders equity |
$ | 736,606 | $ | 708,106 | ||||
Total capitalization |
$ | 1,278,868 | $ | 1,550,368 | ||||
(1) | The as adjusted amounts reflect the approximately $28.5 million cost of the call spread option on the issuers common stock to mitigate against exposure to dilution from the conversion of the notes. | |
(2) | Outstanding common stock does not include (i) 101.1 million shares of common stock reserved for issuance under the issuers equity incentive plans, under which options to purchase 60.7 million shares were outstanding as of January 31, 2006, at a weighted average exercise price of $4.79 per share, (ii) 25.0 million shares reserved for issuance under the issuers Employee Stock Purchase Plan at January 31, 2006, (iii) 5.2 million shares of common stock issuable upon conversion of the issuers 3.75% Convertible Notes due February 1, 2008 and (iv) 53.1 million shares of common stock issuable upon conversion of the notes. |