10 December 2012

Oclaro to offer $25m of Exchangeable Senior Secured Second Lien Notes due 2018

Optical components, modules and subsystems developer Oclaro of San Jose, CA, USA says that its wholly-owned subsidiary, Oclaro Luxembourg S.A. (the "Issuer"), has commenced a private offering, subject to market and other conditions, of approximately $25m in aggregate principal amount of Exchangeable Senior Secured Second Lien Notes due 2018 (the "Notes"), to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").

The Notes will be exchangeable into shares of common stock of the Company.  The indenture governing the Notes will contain covenants restricting the Company's ability and the ability of certain subsidiaries of the Company to incur debt, make certain restricted payments, create liens, sell or dispose of certain assets and enter into certain mergers or corporate transactions. The Issuer's obligations under the Notes will be guaranteed by the Company and certain of its domestic and foreign subsidiaries, and will be secured by second priority liens on substantially all the tangible and intangible assets of the Company, the Issuer and the guarantors. The interest rate, exchange rate and other terms of the Notes will be determined at the time of the pricing of the offering.

Oclaro intends to use the net proceeds of the offering for general corporate purposes, including working capital. In addition, it may use a portion of the net proceeds to acquire or invest in complementary businesses, products or technologies. The Company's management will have significant discretion in applying the net proceeds of the offering.

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Oclaro’s quarterly earnings slip further into red

Tags: Oclaro

Visit: www.oclaro.com