Outstanding Debt to Be Reduced by Approximately $47.5 Million
SUNNYVALE, CA -- (Marketwire) -- 08/07/09 -- Finisar Corporation (NASDAQ: FNSR), a global
technology leader for fiber optic subsystems and components for
communication applications (the "Company"), today announced preliminary
results of its separate concurrent exchange offers (each, an "Exchange
Offer" and together, the "Exchange Offers") for up to $37.5 million
aggregate principal amount of its outstanding Convertible Subordinated
Notes due October 2010 (the "Sub Notes") and up to $57.5 million aggregate
principal amount of its outstanding Convertible Senior Subordinated Notes
due October 2010 (the "Senior Sub Notes," and together with the Sub Notes,
the "Notes"). The Exchange Offers expired at 5:00 p.m., New York City time,
on Thursday, August 6, 2009.
In accordance with the terms and conditions of the Exchange Offers, as set
forth in the Amended and Restated Offer to Exchange, as amended (the "Offer
to Exchange"), the related Amended and Restated Letter of Transmittal and
other related exchange offer documents, and based on the preliminary count
by American Stock Transfer & Trust Company, the depositary for the Exchange
Offers, the Company expects to accept for exchange approximately $47.5
million aggregate principal amount of the Notes at an expected price of
$870 for each $1,000 principal amount of Notes. Such price consists of (i)
$525 in cash and (ii) 596 shares of the Company's common stock per $1,000
principal amount of Notes validly tendered and not withdrawn in each
Exchange Offer, for total exchange consideration (excluding interest, fees
and other expenses in connection with the Exchange Offers) of approximately
$24.9 million in cash and approximately 28.3 million shares of common
stock. The common stock portion of the total exchange consideration is
equal to the quotient obtained by dividing (x) the value of the total
exchange consideration, as determined by the "Modified Dutch Auction"
procedure described in the Offer to Exchange, of $870 minus $525 by (y) the
average of the daily volume weighted average price of the Company's common
stock on the Nasdaq Global Select Market for the five trading days from and
including July 16, 2009 to and including July 22, 2009 (the "5-day VWAP"),
which, as previously announced, was $0.57866.
Because the holders tendered less than $37.5 million aggregate principal
amount of the outstanding Sub Notes and less than $57.5 million aggregate
principal amount of the Senior Sub Notes, the Company anticipates that the
tendered Notes will not be subject to proration.
The approximately $47.5 million aggregate principal amount of Notes to be
exchanged includes approximately $2.2 million principal amount of Notes
tendered by notice of guaranteed delivery.