Finisar Corporation Announces Preliminary Results of Its Exchange Offers for Its Outstanding Convertible Subordinated Notes
Outstanding Debt to Be Reduced by Approximately $47.5 Million
SUNNYVALE, CA--(Marketwire - August 7, 2009) - Finisar Corporation (NASDAQ: FNSR), a global
technology leader for fiber optic subsystems and components for
communication applications (the "Company"), today announced preliminary
results of its separate concurrent exchange offers (each, an "Exchange
Offer" and together, the "Exchange Offers") for up to $37.5 million
aggregate principal amount of its outstanding Convertible Subordinated
Notes due October 2010 (the "Sub Notes") and up to $57.5 million aggregate
principal amount of its outstanding Convertible Senior Subordinated Notes
due October 2010 (the "Senior Sub Notes," and together with the Sub Notes,
the "Notes"). The Exchange Offers expired at 5:00 p.m., New York City time,
on Thursday, August 6, 2009.
In accordance with the terms and conditions of the Exchange Offers, as set
forth in the Amended and Restated Offer to Exchange, as amended (the "Offer
to Exchange"), the related Amended and Restated Letter of Transmittal and
other related exchange offer documents, and based on the preliminary count
by American Stock Transfer & Trust Company, the depositary for the Exchange
Offers, the Company expects to accept for exchange approximately $47.5
million aggregate principal amount of the Notes at an expected price of
$870 for each $1,000 principal amount of Notes. Such price consists of (i)
$525 in cash and (ii) 596 shares of the Company's common stock per $1,000
principal amount of Notes validly tendered and not withdrawn in each
Exchange Offer, for total exchange consideration (excluding interest, fees
and other expenses in connection with the Exchange Offers) of approximately
$24.9 million in cash and approximately 28.3 million shares of common
stock. The common stock portion of the total exchange consideration is
equal to the quotient obtained by dividing (x) the value of the total
exchange consideration, as determined by the "Modified Dutch Auction"
procedure described in the Offer to Exchange, of $870 minus $525 by (y) the
average of the daily volume weighted average price of the Company's common
stock on the Nasdaq Global Select Market for the five trading days from and
including July 16, 2009 to and including July 22, 2009 (the "5-day VWAP"),
which, as previously announced, was $0.57866.
Because the holders tendered less than $37.5 million aggregate principal
amount of the outstanding Sub Notes and less than $57.5 million aggregate
principal amount of the Senior Sub Notes, the Company anticipates that the
tendered Notes will not be subject to proration.
The approximately $47.5 million aggregate principal amount of Notes to be
exchanged includes approximately $2.2 million principal amount of Notes
tendered by notice of guaranteed delivery. Holders who tendered their Notes
by delivering a notice of guaranteed delivery prior to the expiration of
the Exchange Offers must deliver the related Notes and required documents
to the depositary within three business days of their execution of the
notice of guaranteed delivery.
"I am pleased we completed the Exchange Offers with a significant portion
of the outstanding Notes tendered and am also encouraged by the confidence
that continuing holders of our Notes have shown in the prospects of the
Company moving forward," said Jerry S. Rawls, Chairman of the Board of the
Company. "Reducing our indebtedness under the Notes by $47.5 million will
provide us with greater financial flexibility."
The Company expects to accept for exchange the following approximate
principal amount of each series of Notes:
(i) $33,100,000, or 66.2%, of the $50,000,000 aggregate outstanding
principal amount of 2 1/2% Convertible Subordinated Notes due 2010;
(ii) $14,404,000, or 15.7%, of the $92,000,000 aggregate outstanding
principal amount of 2 1/2% Convertible Senior Subordinated Notes
As of August 6, 2009, approximately $142 million aggregate principal amount
of the Notes was outstanding. Accordingly, the aggregate principal amount
of Notes that the Company expects to exchange in the Exchange Offers
represents approximately 33.5% of the currently outstanding principal
amount of Notes.
Final results of the Exchange Offers will be determined subject to
confirmation by the depositary of the proper delivery of Notes validly
tendered and not withdrawn and will be announced following completion of
the confirmation process.
The Company expects that the settlement date for the Exchange Offers will
be Wednesday, August 12, 2009. Accrued and unpaid interest on the Notes
accepted for exchange, up to but excluding the settlement date, will be
paid in cash.
The financial advisor for the Exchange Offers is Piper Jaffray & Co., the
information agent for the Exchange Offers is MacKenzie Partners, Inc. and
the depositary for the Exchange Offers is American Stock Transfer & Trust
EXCHANGE OFFER STATEMENT
This press release is for informational purposes only and is neither an
offer to buy nor a solicitation of an offer to sell any securities. Holders
of the Notes who have questions may call the information agent at
Finisar Corporation (NASDAQ: FNSR) is a global technology leader for fiber
optic subsystems and components that enable high-speed voice, video and
data communications for networking, storage, wireless, and cable TV
applications. For more than 20 years, Finisar has provided critical optics
technologies to system manufacturers to meet the increasing demands for
network bandwidth and storage. Finisar is headquartered in Sunnyvale,
California, USA with R&D, manufacturing sites, and sales offices worldwide.
For additional information, visit www.finisar.com.
Contact Information: Contact:
Chief Financial Officer
Senior Manager, Corporate Communications