Finisar holders put $560.1 million convertibles after change-of-control

By Sarah Lizee

Olympia, Wash., Oct. 23 – II-VI Inc. said that holders of $560.1 million of Finisar Corp.’s 0.5% convertible senior notes due 2036 exercised their repurchase right following a change-of-control event.

Finisar was acquired by II-VI on Sept. 24, constituting a change of control under the indenture for the convertibles, according to an 8-K filing with the Securities and Exchange Commission.

Each holder had the right to require that Finisar repurchase all or any portion of their notes at par plus accrued interest or convert the notes into cash and/or shares of the company’s common stock, at Finisar’s option.

Finisar repurchased the convertibles on Oct. 23 for an aggregate consideration of about $561.1 million in cash. No holders exercised the related conversion right.

As of Oct. 23, about $14.9 million of the convertibles remain outstanding.

Finisar may redeem the convertibles at any time on or after Dec. 22, 2021, in whole or in part at its option, at par plus accrued interest.

Each holder may require Finisar to repurchase all or any portion of their convertibles for cash on Dec. 15, 2021, Dec. 15, 2026 and Dec. 15, 2031 at par plus accrued interest.

Finisar is a Sunnyvale, Calif.-based manufacturer of optical communication components and subsystems.

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