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JDSU > SEC Filings for JDSU > Form 8-K on 21-Aug-2013All Recent SEC Filings

Show all filings for JDS UNIPHASE CORP /CA/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for JDS UNIPHASE CORP /CA/


21-Aug-2013

Entry into a Material Definitive Agreement, Termination of a Material Defi


Item 1.01 Entry into a Material Definitive Agreement.

On August 21, 2013, in connection with a previously announced private offering, JDS Uniphase Corporation ("JDSU") issued $650 million aggregate principal amount of 0.625% Senior Convertible Debentures due 2033 (the "Notes"), which amount includes $75 million aggregate principal amount of Notes issued pursuant to the initial purchasers' exercise in full of their option to purchase additional Notes. The Notes were issued pursuant to an Indenture, dated August 21, 2013 (the "Indenture"), between JDSU and Wells Fargo Bank, National Association, as trustee.

The sale of the Notes generated net proceeds of approximately $636 million after deducting the initial purchasers' discounts and commissions and the estimated offering expenses payable by JDSU. JDSU used $100 million of the net proceeds from the offering to repurchase shares of its outstanding common stock in privately negotiated transactions effected through one of the initial purchasers as JDSU's agent concurrently with the offering. JDSU expects to use the remaining net proceeds for general corporate purposes, including potential strategic transactions.

The Notes mature on August 15, 2033, unless earlier converted, redeemed or repurchased. The Notes are JDSU's general senior unsecured obligations and rank equal in right of payment with all of JDSU's existing and future unsecured, unsubordinated indebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the Notes.

JDSU will pay interest on the Notes at an annual rate of 0.625% payable in cash semiannually in arrears on February 15 and August 15 of each year, beginning February 15, 2014. The holders of the Notes may convert the Notes into cash and shares of JDSU common stock, if any, based upon an initial conversion rate of 53.1067 shares of JDSU common stock per $1,000 principal amount of Notes (which is equal to an initial conversion price of approximately $18.83 per share of JDSU common stock, representing an approximately 40% conversion premium based on the closing price of $13.45 per share of JDSU common stock on August 15, 2013), subject to adjustment as provided for in the Indenture.

The Notes may be converted at any time on or prior to the close of business on the business day immediately preceding February 15, 2033, and other than during the period from, and including, February 15, 2018 until the close of business on the business day immediately preceding August 20, 2018, in multiples of $1,000 principal amount, at the option of the holder only under the following circumstances: (i) on any date during any calendar quarter beginning after December 31, 2013 (and only during such calendar quarter) if the closing price of JDSU common stock was more than 130% of the then current conversion price for at least 20 trading days during the 30 consecutive trading-day period ending on the last trading day of the previous calendar quarter, (ii) if the Notes are called for redemption, (iii) upon the occurrence of specified corporate events,
(iv) if JDSU is party to a specified transaction, a fundamental change or a make-whole fundamental change (each as defined in the Indenture), or (v) during the five consecutive business-day period immediately following any 10 consecutive trading-day period in in which the trading price per $1,000 principal amount of the Notes for each day of such 10 consecutive trading-day period was less than 98% of the product of the closing sale price of JDSU common stock and the applicable conversion rate on such date. During the periods from, and including, February 15, 2018 until the close of business on the business day immediately preceding August 20, 2018 and from, and including, February 15, 2033 until the close of business on the business day immediately preceding the maturity date, holders of the Notes may convert the Notes regardless of the circumstances described in the immediately preceding sentence. Notwithstanding the foregoing, the conversion of the Notes into shares of common stock, if any, is subject to certain daily share cap limitations, as described in the Indenture, in order to comply with the listing standards of The NASDAQ Global Select Market.

JDSU may, at its option, redeem all or a portion of the Notes for cash at any time on or after August 20, 2018, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. Holders of the Notes may require JDSU to repurchase all or a portion of the Notes on each of August 15, 2018, August 15, 2023 and August 15, 2028, or upon the occurrence of a fundamental . . .



Item 1.02 Termination of a Material Definitive Agreement.

As previously reported by JDSU in its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2013, following the completion of the sale of the Notes, JDSU voluntarily terminated its Credit Agreement by and among JDSU, as borrower, certain lenders and JPMorgan Chase Bank, N.A., as administrative Agent (the "Agent"), pursuant to its previously provided written notice of termination delivered to the Agent on August 15, 2013. No amounts were outstanding under the Credit Agreement at the time of termination.



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 under Item 1.01 of this Current Report is incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.




Item 8.01 Other Events.

As set forth in Item 1.01 of this Current Report, contemporaneously with the closing of the offering of Notes, JDSU used approximately $100 million of the net proceeds from the offering to repurchase 7,434,944 shares of its common stock from purchasers of the Notes in privately negotiated transactions effected through one of the initial purchasers as JDSU's agent.

On August 21, 2013, JDSU issued a press release announcing the completion of the Notes offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                Description
    4.1       Indenture, dated as of August 21, 2013, between JDS Uniphase
              Corporation and Wells Fargo Bank, National Association, as Trustee

    4.2       Form of 0.625% Senior Convertible Debentures due 2033

   99.1       Press release issued by JDS Uniphase Corporation on August 21, 2013


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