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Oclaro Announces Intention To Offer $25 Million Of Exchangeable Senior Secured Second Lien Notes Due 2018

Oclaro Announces Intention To Offer $25 Million Of Exchangeable Senior Secured
                          Second Lien Notes Due 2018

PR Newswire

SAN JOSE, Calif., Dec. 10, 2012

SAN JOSE, Calif., Dec. 10, 2012 /PRNewswire/ --Oclaro, Inc. (the "Company")
(NASDAQ: OCLR) today announced that its wholly-owned subsidiary, Oclaro
Luxembourg S.A.(the "Issuer"), has commenced a private offering, subject to
market and other conditions, of approximately $25,000,000 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.

The Company intends to use the net proceeds of the offering for general
corporate purposes, including working capital. In addition, the Company 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.

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful. The Notes, the guarantees and the shares of the Company's common
stock issuable uponexchange of the Notes will not be registered under the
Securities Act, or the securities laws of any other jurisdiction, and may not
be offered or sold in the United States absent registration under the
Securities Act or an applicable exemption from registration requirements.

Safe Harbor Statement

This release contains forward-looking statements and projections.
Forward-looking statements and projections can often be identified by the use
of forward-looking words such as "anticipate," "estimate," "project,"
"intend," "plan," "believe," "will," "should," "outlook," "could," "target,"
or other similar expressions to identify such forward-looking statements.
Undue reliance should not be placed on such forward-looking statements and
projections, which speak only as of the date they are made. The Company
undertakes no obligation to update such forward-looking statements. Actual
events and results may differ materially from those in the forward-looking
statements and are subject to risks and uncertainties. Such risks and
uncertainties include, but are not limited to, whether or not the Company will
offer the Notes or consummate the offering, the anticipated terms of the Notes
and the offering and the anticipated use of the proceeds of the offering.

SOURCE Oclaro, Inc.
 
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