Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On March 3, 2022, Lumentum Holdings Inc. (the "Company") entered into a purchase
agreement (the "Purchase Agreement") with Goldman Sachs & Co. LLC and BofA
Securities, Inc. (the "Initial Purchasers"), to issue and sell to the Initial
Purchasers $750 million aggregate principal amount of 0.50% Convertible Senior
Notes due 2028 (the "Notes"), in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). The Notes will be issued to the Initial Purchasers pursuant
to an exemption from the registration requirements of the Securities Act
afforded by Section 4(a)(2) of the Securities Act. In addition, the Company
granted the Initial Purchasers a 13-day option to purchase up to an additional
$112.5 million aggregate principal amount of the Notes on the same terms and
conditions. A total of $750 million aggregate principal amount of Notes were
issued on March 8, 2022.
The net proceeds from the sale of the Notes were approximately $743.2 million,
after deducting the Initial Purchasers' discount and the estimated offering
expenses payable by the Company. The Company intends to use a portion of the net
proceeds of the offering to purchase approximately $200 million of its common
stock concurrently with the pricing of this offering in privately negotiated
transactions effected through one of the Initial Purchasers or their affiliates,
as the Company's agent. The Company intends to use the remaining net proceeds of
the offering for general corporate purposes, which may include capital
expenditures and working capital.
The Purchase Agreement includes customary representations, warranties and
covenants by the Company and customary closing conditions. Under the terms of
the Purchase Agreement, the Company has agreed to indemnify the Initial
Purchasers against certain liabilities, including liabilities under the
Securities Act.
The description of the Purchase Agreement contained herein is qualified in its
entirety by reference to the Purchase Agreement that is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Indenture
On March 8, 2022, the Company entered into an indenture relating to the issuance
of the Notes (the "Indenture"), by and between the Company and U.S. Bank Trust
Company, National Association, as trustee (the "Trustee"). The Notes will bear
interest at a rate of 0.50% per year, payable semi-annually in arrears on
June 15 and December 15 of each year, beginning on June 15, 2022. The Notes will
mature on June 15, 2028, unless earlier redeemed, repurchased by the Company or
converted pursuant to their terms.
The initial conversion rate is 7.6319 shares of common stock per $1,000
principal amount of Notes (which is equivalent to an initial conversion price of
approximately $131.03 per share). The conversion rate will be subject to
adjustment upon the occurrence of certain specified events but will not be
adjusted for accrued and unpaid interest. In addition, upon the occurrence of a
make-whole fundamental change (as defined in the Indenture) or the Company's
issuance of a notice of redemption, the Company will, in certain circumstances,
increase the conversion rate by a number of additional shares for a holder that
elects to convert its Notes in connection with such make-whole fundamental
change or notice of redemption.
Prior to the close of business on the business day immediately preceding
March 15, 2028, the Notes will be convertible at the option of the holder
thereof only under the following circumstances: (1) during any fiscal quarter
commencing after July 2, 2022 (and only during such fiscal quarter), if the last
reported sale price of the Company's common stock for at least 20 trading days
(whether or not consecutive) during the period of 30 consecutive trading days
ending on the last trading day of the immediately preceding fiscal quarter is
greater than or equal to 130% of the applicable conversion price on each
applicable trading day; (2) during the five consecutive business day period
after any five consecutive trading day period (the "measurement period") in
which the trading price per $1,000 principal amount of Notes for each trading
day of such measurement period was less than 98% of the product of the last
reported sale price of the Company's common stock and the applicable conversion
rate on each such trading day; (3) if the Company calls any or all of the Notes
for redemption, at any time prior to the close of business on the second
business day immediately preceding the redemption date; or (4) upon the
occurrence of specified corporate events. On or after March 15, 2028 until the
close of business on the second scheduled trading day immediately preceding the
maturity date, holders may convert their Notes at any time. Upon conversion, the
Company will satisfy its conversion obligation in cash, shares of common stock
or a combination of cash and shares of common stock, at the Company's election.
The Company may redeem for cash all or any portion of the Notes, at its option
(subject to the partial redemption limitation set forth below), on or after
June 20, 2025, if the last reported sale price of its common stock has been at
least 130% of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading-day period
(including the last trading day of such period) ending on, and including, the
trading day immediately preceding the date on which the Company provides notice
of redemption at a redemption price equal to 100% of the principal
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amount of the Notes to be redeemed, plus accrued and unpaid interest to, but
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 3.02.
Item 8.01. Other Events.
Launch Press Release
On March 3, 2022, the Company issued a press release announcing its intention to
offer $750 million aggregate principal amount of the Notes in a private
placement to qualified institutional buyers pursuant to Rule 144A under the
Securities Act. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Pricing Press Release
On March 3, 2022, the Company issued a press release announcing the pricing of
its offering of $750 million aggregate principal amount of the Notes in a
private placement to qualified institutional buyers pursuant to Rule 144A under
the Securities Act. A copy of the press release is attached as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
4.1 Indenture, dated March 8, 2022, between Lumentum Holdings Inc. and
U.S. Bank Trust Company, National Association.
4.2 Form of 0.50% Convertible Senior Note due 2028 (included in Exhibit
4.1).
10.1 Purchase Agreement, dated as of March 3, 2022, between Lumentum
Holdings Inc. and Goldman Sachs & Co. LLC and BofA Securities, Inc.
99.1 Launch Press Release, dated March 3, 2022.
99.2 Pricing Press Release, dated March 3, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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