Lumentum Holdings Inc. Announces Upsize and Pricing of $525 Million Convertible Notes Offering

Lumentum Holdings Inc. (“Lumentum”) (NASDAQ: LITE) today announced the pricing of $525 million aggregate principal amount of convertible senior notes due 2029 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The aggregate principal amount of the offering was increased from the previously announced offering size of $500 million (or $575 million if the initial purchasers exercise their option to purchase additional notes in full). Lumentum granted the initial purchasers of the notes a 13-day option to purchase up to an additional $78.75 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on June 16, 2023, subject to customary closing conditions, and is expected to result in approximately $520.1 million (or approximately $598.2 million if the initial purchasers fully exercise their option to purchase additional notes) in net proceeds to Lumentum after deducting the initial purchasers’ discount and estimated offering expenses payable by Lumentum.

The notes will be senior, unsecured obligations of Lumentum. The notes will bear interest at a rate of 1.50% per year. Interest will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2023. The notes will mature on December 15, 2029, unless earlier converted, redeemed or repurchased.

Lumentum intends to use a portion of the net proceeds of the offering to (i) repurchase approximately $125 million aggregate principal amount of its 0.250% Convertible Senior Notes due 2024 using approximately $132.8 million of the net proceeds of the offering, and (ii) purchase approximately $125 million of its common stock, in each case, concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as its agent. Lumentum intends to use the remaining net proceeds of the offering for general corporate purposes, which may include the repayment or repurchase of its indebtedness, including any of its existing convertible notes, capital expenditures, working capital and potential acquisitions.