Ciena (NYSE: CIEN) raises $2.875B in converts, repays term loan and extends credit line
Rhea-AI Filing Summary
Ciena Corporation has closed a private offering of $2.875 billion of 0.00% Convertible Senior Notes due 2031, fully guaranteed by key U.S. subsidiaries. The initial conversion rate is 1.3393 shares per $1,000 of notes, implying a conversion price of about $746.66 per share.
Ciena received about $2.72 billion in net proceeds, using roughly $1.14 billion to repay its senior secured term loan and about $140 million to repurchase approximately 0.3 million shares at $466.67 per share. The remaining funds are earmarked for general corporate purposes, including supply chain investments. Ciena also amended its credit agreement to extend its $300 million revolving facility to October 24, 2030 and entered into related convertible note hedge and warrant transactions that raise the effective conversion price to $1,000 per share.
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Insights
Ciena raises zero‑coupon convertible debt, refinances term loan, and manages dilution with hedges.
Ciena issued $2.875 billion of 0.00% Convertible Senior Notes due 2031, using a large portion of proceeds to repay its existing senior secured term loan. This shifts part of its funding toward unsecured, zero‑coupon debt while extending overall maturity.
The company spent about $140 million repurchasing 0.3 million shares and entered into convertible note hedge and warrant transactions. The hedge is designed to reduce dilution up to the notes’ conversion price, while warrants with a $1,000 strike introduce potential dilution only at much higher share prices.
Ciena also extended its $300 million revolving credit facility to 2030 and updated SOFR‑based pricing tied to its Total Net Leverage Ratio. Overall, this filing describes a comprehensive capital structure repositioning; the net impact on leverage, interest cost, and dilution will depend on future share performance and conversion behavior.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
convertible note hedge transactions financial
warrant transactions financial
cleanup redemption financial
Total Net Leverage Ratio financial
Rule 144A regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What type of securities did Ciena (CIEN) issue in this 8-K?
What is the conversion rate and implied conversion price for Ciena’s new notes?
How much cash did Ciena (CIEN) receive from the convertible notes offering?
How will Ciena use the proceeds from the convertible notes offering?
How did Ciena (CIEN) change its credit facility in connection with the offering?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Indenture and Notes
On June 11, 2026, Ciena Corporation (the “Company”) closed its previously announced private offering (the “Offering”) of $2.875 billion aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”), which includes $375.0 million aggregate principal amount of Notes issued in connection with the initial purchasers’ full exercise of their option to acquire additional Notes, pursuant to an indenture, dated June 11, 2026 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. The Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by each wholly-owned domestic subsidiary of the Company that currently or in the future guarantees its 4.00% senior notes due 2030 or any refinancing of such notes.
The Notes will not bear regular interest and the principal amount of the Notes will not accrete. The Notes will mature on September 15, 2031 unless earlier converted, redeemed or repurchased. The initial conversion rate for the Notes is 1.3393 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $746.66 per share of the Company’s common stock), subject to adjustment.
In connection with the Offering, the Company received gross proceeds of $2.875 billion and net proceeds, after initial purchasers’ discounts and payment of the net cost of the convertible note hedge transactions (as partially offset by the proceeds of the warrant transactions received by the Company) and before offering expenses, of approximately $2.72 billion. The Company used approximately $140.0 million of the net proceeds from the Offering to repurchase approximately 0.3 million shares of the Company’s common stock in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate, at a purchase price per share equal to the last reported sale price of $466.67 per share of the Company’s common stock on the New York Stock Exchange (“NYSE”) on June 8, 2026. The Company used approximately $1.14 billion of the net proceeds from the Offering to repay amounts outstanding under its senior secured term loan (the “Existing Term Loan”), including accrued interest and pay related fees and expenses. The Company intends to use the remainder of the net proceeds for general corporate purposes, including investments to enhance supply chain capacity.
The concurrent repurchases of shares of the Company’s common stock described above may result in the Company’s common stock trading at prices that are higher than would be the case in the absence of these repurchases, which may have resulted in a higher initial conversion price for the Notes. In addition, any repurchases of the Company’s common stock following the Offering could affect the trading price of the Notes and, if conducted during an observation period for the conversion of any Notes, could affect the number of shares and value of the consideration that is due upon such conversion. Potential hedging activity in connection with the convertible note hedge and warrant transactions described below may also affect the market price of the Company’s common stock or the Notes, holders’ ability to convert the Notes or the number of shares and value of the consideration to be received upon conversion of the Notes as described below.
The Company may not redeem the Notes prior to September 20, 2029, except in the event of a cleanup redemption (as defined below). On or after September 20, 2029, the Company may redeem for cash all or any portion of the Notes, at its option, if the last reported sale price of the 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 (an “optional redemption”). If the Company redeems less than all the outstanding Notes in an optional redemption, at least $100 million aggregate principal amount of the Notes must be outstanding and not subject to optional redemption as of the relevant redemption date. In addition, the Notes will be redeemable at any time if the aggregate principal amount of the Notes that remains outstanding is less than 10% of the aggregate principal amount of the Notes initially issued in the Offering and certain other conditions are satisfied (a “cleanup redemption”). No sinking fund is provided for the Notes. The redemption price for any optional redemption or cleanup redemption will be 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid special interest, if any, to, but excluding, the relevant redemption date.
Holders may convert their Notes under the following conditions at any time prior to the close of business on the business day immediately preceding June 15, 2031 in multiples of $1,000 principal amount, only under the following circumstances:
| • | at any time during the 30 consecutive trading day period beginning on, and including, the 21st trading day of any fiscal quarter commencing after the fiscal quarter ending on October 31, 2026, if the last reported sale price of the Company’s common stock is greater than or equal to 130% of the conversion price for each of at least five trading days (whether or not consecutive) during the first 20 consecutive trading days of such fiscal quarter; |
| • | during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined below) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; |
| • | if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or |
| • | upon the occurrence of certain corporate events, as specified in the Indenture. |
| • | In addition, holders may convert their Notes, in multiples of $1,000 principal amount, at their option at any time on or after June 15, 2031, and prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of the Notes, without regard to the foregoing circumstances. |
Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period, as the case may be.
The Indenture contains customary covenants and events of default.
The foregoing summary of the Indenture and the Notes is qualified in its entirety by reference to the full text of the Indenture and form of Note, which are attached as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.
Convertible Bond Hedge Transactions and Warrants
In connection with the pricing of the Notes, the Company entered into convertible note hedge transactions with certain of the initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the “option counterparties”). The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of the common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with the option counterparties whereby it sold to the option counterparties warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of the common stock underlying the Notes and convertible note hedge transactions. From the Company’s perspective, the aforementioned convertible note hedge and warrant transactions increase the effective conversion price to $1,000 per share.
The convertible note hedge transactions are expected generally to reduce the potential dilution upon conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, in the event that the market price per share of the common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions, which initially corresponds to the conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. If, however, the market price per share of the common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants, there would nevertheless be dilution to the extent that such market price exceeds the strike price of the warrants unless, subject to the terms of the warrant transactions, the Company elects to cash settle the warrants.
The Company will not be required to make any cash payments to the option counterparties or their affiliates upon the exercise of the options that are a part of the convertible note hedge transactions, but the Company will be entitled to receive from them a number of shares of the common stock, an amount of cash or a combination thereof generally based on the amount by which the market price per share of the common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions during the relevant valuation period under the convertible note hedge transactions. Additionally, if the market price per share of the common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants during the measurement period at the maturity of the warrants, the Company will owe the option counterparties a number of shares of the common stock or, if it so elects, subject to certain conditions, cash, in an amount based on the excess of such market price per share of the common stock over the strike price of the warrants.
The convertible note hedge transactions and the warrant transactions are separate transactions entered into by the Company with the option counterparties, are not part of the terms of the Notes and will not change the holders’ rights under the Notes. Holders of the Notes will not have any rights with respect to the convertible note hedge transactions or the warrant transactions.
The foregoing summary of the convertible note hedge transactions and the warrant transactions is qualified in its entirety by reference to the full text of the form of bond hedge confirmation and form of warrant confirmation, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Credit Agreement Amendment
Pursuant to a Credit Agreement dated July 15, 2014, as amended (the “Credit Agreement”) by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”), the Company maintained the Existing Term Loan and a senior secured revolving credit facility in an aggregate principal amount of $300 million and maturing on October 24, 2028 (the “Revolving Facility”).
On June 11, 2026 and in connection with the Offering, the Company, as borrower, and Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC and Blue Planet Software, Inc., as guarantors, entered into a Refinancing Amendment to Credit Agreement (the “Credit Agreement Amendment”) with the lenders party thereto and the Administrative Agent, which amends the Credit Agreement by, among other things, (i) extending the maturity date of the Revolving Facility from October 24, 2028 to October 24, 2030, (ii) removing the credit spread adjustment applicable to SOFR-based borrowings under the Revolving Facility, (iii) adding daily SOFR as an interest rate option for borrowings under the Revolving Facility, (iv) providing that the outstanding borrowings under the Revolving Facility bear interest, at the Company’s election, at a rate per annum (which is subject to increase during an event of default) of, at the option of the Company, either term SOFR or daily SOFR (subject to a floor of 0.00%) plus a margin ranging from 1.25% to 2.00%, as applicable, or a base rate (subject to a floor of 1.00%) plus a margin ranging from 0.25% to 1.00%, in each case, with such interest rate margin based on the Company’s consolidated net leverage ratio (the “Total Net Leverage Ratio”), (v) providing for a commitment fee payable on the unused portion of the Revolving Facility at a per annum rate ranging from 0.20% to 0.30%, with the actual rate determined according to the Total Net Leverage Ratio and (vi) providing for increased flexibility with respect to the Offering and the convertible note hedge and warrant transactions described in this Current Report on Form 8-K and Exhibit 99.1 hereto.
Except as amended by the Credit Agreement Amendment, the remaining terms of the Credit Agreement remain in full force and effect.
The foregoing summary of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
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 SALE OF EQUITY SECURITIES
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
The Company sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Notes and the common stock issuable upon the exchange of the Notes, if any, will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The Company sold the warrants comprising the warrant transactions described above to the option counterparties in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The warrants and the shares of the common stock issuable upon exercise of the warrants, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of the common stock are issued upon exercise of the warrants by any of the option counterparties pursuant to the respective warrants, such shares will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with any resulting issuance of shares of the common stock. The maximum number of shares of the common stock issuable in connection with the warrants is 7,700,978 subject to adjustments as set forth in the warrant confirmations.
ITEM 8.01 - OTHER EVENTS
On June 8, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements that are based on the Company’s current expectations, forecasts, information and assumptions. These statements involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied, because of risks and uncertainties, including those detailed in the Company’s most recent annual and quarterly reports filed with the SEC. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies and can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. The Company assumes no obligation to update the information included in Current Report on Form 8-K, whether as a result of new information, future events or otherwise.
These forward-looking statements include, among others, statements regarding the Offering and the use of proceeds therefrom and statements regarding the expected effects of entering into the convertible note hedge and warrant transactions.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibits are being filed herewith:
| Exhibit |
Description of Document | |
| 4.1 | Indenture, dated as of June 11, 2026, by and among Ciena Corporation, as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.2 | Form of 0.00% Convertible Senior Note due 2031 (included in Exhibit 4.1). | |
| 10.1 | Form of Bond Hedge Confirmation. | |
| 10.2 | Form of Warrant Confirmation. | |
| 10.3 | Refinancing Amendment to Credit Agreement, dated June 11, 2026, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC, Blue Planet Software, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto. | |
| 99.1 | Press release announcing the pricing of the Offering, dated June 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ciena Corporation | ||||||
| Dated: June 11, 2026 | By: | /s/ Sheela Kosaraju | ||||
| Sheela Kosaraju | ||||||
| SVP, General Counsel and Assistant Secretary | ||||||
Exhibit 99.1
| Investor Contact: | Gregg Lampf | |
| Ciena Corporation | ||
| +1 (410) 694-5700 | ||
| ir@ciena.com |
FOR IMMEDIATE RELEASE
Ciena Corporation Announces Pricing of Upsized Convertible Senior Notes
HANOVER, Md. – June 8, 2026 – Ciena® Corporation (NYSE: CIEN) (the “Company”), the global leader in high-speed connectivity, today announced that it has priced its private offering (the “Offering”) of $2.5 billion aggregate principal amount of 0.00% convertible senior notes due 2031 (the “Notes”). The Notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by each wholly-owned domestic subsidiary of Ciena that currently or in the future guarantees its 4.00% senior notes due 2030 or any refinancing of such notes (the “guarantees”). The size of the Offering was increased from the previously announced $2.0 billion aggregate principal amount of Notes. The Company also granted to the initial purchasers of the Notes an option to purchase up to an additional $375.0 million aggregate principal amount of the Notes within a 13-day period beginning on, and including, the first date on which the Notes are issued. The Offering and the convertible note hedge and warrant transactions described below are expected to close on June 11, 2026, subject to customary closing conditions. The closing of the Offering is not contingent upon the closing of such convertible note hedge and warrant transactions.
The Company intends to use (i) $100.0 million of the net proceeds from the Offering to pay the net cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds of the Company’s entry into the warrant transactions described below) and (ii) approximately $140.0 million of the net proceeds to repurchase approximately 0.3 million shares of the Company’s common stock concurrently with the Offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate, at a purchase price per share equal to the last reported sale price of $466.67 per share of the Company’s common stock on the New York Stock Exchange (“NYSE”) on June 8, 2026. The Company intends to use approximately $1.14 billion of the remaining net proceeds from the Offering to repay amounts outstanding under its term loan under its existing credit facility and pay related fees and expenses. The Company intends to use the remainder of the net proceeds for general corporate purposes, including investments to enhance supply chain capacity.
The concurrent repurchases of shares of the Company’s common stock described above may result in the Company’s common stock trading at prices that are higher than would be the case in the absence of these repurchases, which may have resulted in a higher initial conversion price for the Notes. In addition, any repurchases of the Company’s common stock following the Offering could affect the trading price of the Notes and, if conducted during an observation period for the conversion of any Notes, could affect the number of shares and value of the consideration that is due upon such conversion. Potential hedging activity in connection with the convertible note hedge and warrant transactions described below may also affect the market price of the Company’s common stock or the Notes, holders’ ability to convert the Notes or the number of shares and value of the consideration to be received upon conversion of the Notes as described below.
The Notes will be senior unsecured obligations of the Company. The Notes will not bear regular interest and the principal amount of the Notes will not accrete. The Notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. The initial conversion rate for the Notes is 1.3393 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $746.66 per share of the Company’s common stock), which represents a conversion premium of approximately 60.0% percent over the last reported sale price of $466.67 per share of the Company’s common stock on the NYSE on June 8, 2026.
Prior to June 15, 2031, the Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will satisfy any conversion by paying cash up to the aggregate principal amount of the Notes to be converted and by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. The Company may not redeem the Notes prior to September 20, 2029, except in the event of a cleanup redemption (as defined below). The Notes will be redeemable, in whole or in part, at the Company’s option on or after September 20, 2029, upon the satisfaction of certain conditions and subject to certain limitations. In addition, the Notes will be redeemable at any time if the aggregate principal amount of the Notes that remains outstanding is less than 10% of the aggregate principal amount of the Notes initially issued in the Offering and certain other conditions are satisfied (a “cleanup redemption”).
In connection with the pricing of the Notes, the Company has entered into convertible note hedge transactions with certain of the initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the “option counterparties”). These transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the same number of shares of the Company’s common stock that will initially underlie the Notes, and are expected generally to reduce any dilutive effect on the Company’s common stock of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be. Concurrently with entry into the convertible note hedge transactions, the Company has also entered into warrant transactions with the option counterparties relating to the same number of shares of the Company’s common stock, subject to customary anti-dilution adjustments. The strike price of the warrant transactions will initially be $1,000.00 per share, which represents an approximate 114.3% premium to the last reported sale price of the Company’s common stock on the NYSE on June 8, 2026. The warrant transactions could separately have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds the strike price of the warrants.
If the initial purchasers exercise their option to purchase additional Notes, the Company expects to enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties.
The Company has been advised by the option counterparties that, in connection with establishing their initial hedges of the convertible note hedge and warrant transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock and/or the Notes at that time. The option counterparties or their respective affiliates may also modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so in connection with any conversion of the Notes, any redemption of Notes, any repurchase of the Notes upon a fundamental change or any other repurchase of Notes if the Company elects to terminate a corresponding portion of the convertible note hedge transactions). This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock and/or the Notes, which could affect the ability of holders to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the Notes.
The Notes and the guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). This release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes and the guarantees. Any offers of the Notes and the guarantees are being made only by means of a private offering memorandum. The Notes, the guarantees, and any common stock issuable upon conversion have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
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About Ciena
Ciena is the global leader in high-speed connectivity. We build the world’s most advanced networks to support exponential growth in bandwidth demand. By harnessing the power of our networking systems, interconnects, automation software, and services, Ciena revolutionizes data transmission and network management. With unparalleled expertise and innovation, we empower our customers, partners, and communities to thrive in the AI era.
Note to Ciena Investors
This press release contains certain forward-looking statements that are based on our current expectations, forecasts, information and assumptions. These statements involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied, because of risks and uncertainties, including those detailed in our most recent annual and quarterly reports filed with the SEC. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies and can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
These forward-looking statements include, among others, statements regarding our ability to complete the Offering (including our intended use of proceeds), the concurrent share repurchases and the convertible note hedge and warrant transactions on favorable terms, if at all, and general market conditions which might affect the Offering, the concurrent share repurchases and the convertible note hedge and warrant transactions.