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Get filing alertsCiena raises $2.875B in convertible notes, repays $1.14B term loan, extends credit facility
Filed June 11, 2026 · Period ending June 8, 2026 · ~1 min read
Key Changes
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high
Issued $2.875B zero-coupon convertible notes due 2031 at $746.66 conversion price (60% premium to $466.67 stock price); hedged dilution with call spreads raising effective conversion to $1,000/share
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Used $1.14B of proceeds to fully repay term loan debt and $140M to repurchase 0.3M shares at $466.67; remainder for general corporate purposes including supply chain investments
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Extended $300M revolving credit facility maturity from Oct 2028 to Oct 2030; updated pricing to SOFR+1.25%-2.00% based on leverage ratios
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Warrants sold to hedge counterparties could result in up to 7.7M shares issued if stock exceeds $1,000/share strike price (114% premium to current)
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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Notes redeemable by company after Sept 2029 if stock trades at 130%+ of conversion price for 20 of 30 days; holders can require repurchase upon fundamental change
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Ciena executed a major balance sheet restructuring, raising $2.875 billion through zero-coupon convertible notes due 2031 and using the proceeds to eliminate $1.14 billion in term loan debt. The company also repurchased $140 million of stock and extended its revolving credit facility maturity by two years to October 2030.
The convertible notes carry a 60% conversion premium at $746.66 per share, but Ciena hedged potential dilution through call spreads that effectively raise the conversion price to $1,000 per share from the company's perspective. The transaction significantly deleverages Ciena's balance sheet while maintaining financial flexibility.
The zero-coupon structure eliminates cash interest expense on the $2.875 billion, and the hedge transactions limit dilution unless the stock more than doubles from current levels. The warrant component could result in up to 7.7 million shares issued if the stock exceeds $1,000, but this represents upside dilution at a 114% premium. The extended credit facility provides additional liquidity runway through 2030 with modernized SOFR-based pricing. Investors should monitor how Ciena deploys the remaining proceeds toward supply chain capacity investments and whether the deleveraging improves operational flexibility in its networking equipment business.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Ciena issued $2.875B convertible notes, repaid term loan debt, extended revolving credit facility, and executed hedge transactions.
Added in current filing · verify on EDGAR →
On June 11, 2026, Ciena Corporation (the “Company”) closed its previously announced private offering (the “Offering”) of $2.875 billion aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”), which includes $375.0 million aggregate principal amount of Notes issued in connection with the initial purchasers’ full exercise of their option to acquire additional Notes, pursuant to an indenture, dated June 11, 2026 (the “Indenture”), among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. The Notes ... will not bear regular interest and the principal amount of the Notes will not accrete. The Notes will mature on September 15, 2031 unless earlier converted, redeemed or repurchased. The initial conversion rate for the Notes is 1.3393 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $746.66 per share of the Company’s common stock), subject to adjustment.
Ciena raised $2.875 billion through zero-coupon convertible senior notes maturing in 2031. The notes convert at an initial price of $746.66 per share, representing a significant premium to the June 8, 2026 closing price of $466.67. The notes are guaranteed by domestic subsidiaries that guarantee the company's existing 4.00% senior notes due 2030.
Added in current filing · verify on EDGAR →
On June 11, 2026 and in connection with the Offering, the Company, as borrower, and Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC and Blue Planet Software, Inc., as guarantors, entered into a Refinancing Amendment to Credit Agreement (the “Credit Agreement Amendment”) with the lenders party thereto and the Administrative Agent, which amends the Credit Agreement by, among other things, (i) extending the maturity date of the Revolving Facility from October 24, 2028 to October 24, 2030, (ii) removing the credit spread adjustment applicable to SOFR-based borrowings under the Revolving Facility, (iii) adding daily SOFR as an interest rate option for borrowings under the Revolving Facility, (iv) providing that the outstanding borrowings under the Revolving Facility bear interest, at the Company’s election, at a rate per annum (which is subject to increase during an event of default) of, at the option of the Company, either term SOFR or daily SOFR (subject to a floor of 0.00%) plus a margin ranging from 1.25% to 2.00%, as applicable, or a base rate (subject to a floor of 1.00%) plus a margin ranging from 0.25% to 1.00%, in each case, with such interest rate margin based on the Company’s consolidated net leverage ratio (the “Total Net Leverage Ratio”), (v) providing for a commitment fee payable on the unused portion of the Revolving Facility at a per annum rate ranging from 0.20% to 0.30%, with the actual rate determined according to the Total Net Leverage Ratio
Ciena extended its $300 million revolving credit facility maturity from October 2028 to October 2030. The amendment also updated pricing terms, removing the SOFR credit spread adjustment, adding daily SOFR as a rate option, and setting interest margins of 1.25%-2.00% over SOFR or 0.25%-1.00% over base rate, based on leverage ratios. This provides additional liquidity runway and modernizes the facility's rate structure. Note: these figures were previously disclosed in the company's Jun 8, 2026 8-K.
Added in current filing · verify on EDGAR →
The Company may not redeem the Notes prior to September 20, 2029, except in the event of a cleanup redemption (as defined below). On or after September 20, 2029, the Company may redeem for cash all or any portion of the Notes, at its option, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption (an “optional redemption”). If the Company redeems less than all the outstanding Notes in an optional redemption, at least $100 million aggregate principal amount of the Notes must be outstanding and not subject to optional redemption as of the relevant redemption date. In addition, the Notes will be redeemable at any time if the aggregate principal amount of the Notes that remains outstanding is less than 10% of the aggregate principal amount of the Notes initially issued in the Offering and certain other conditions are satisfied (a “cleanup redemption”).
The notes cannot be redeemed before September 2029 except for cleanup redemptions when less than 10% remain outstanding. After September 2029, Ciena can redeem the notes at par if the stock trades at or above 130% of the conversion price for at least 20 of 30 consecutive trading days. Holders can require repurchase at par upon a fundamental change and may convert under various conditions including when the stock exceeds 130% of conversion price.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
Ciena completed a private placement of convertible notes to institutional buyers under Securities Act exemptions. The notes were sold to initial purchasers who resold them to qualified institutional buyers under Rule 144A. The notes and any common stock issuable upon conversion are not registered and cannot be offered or sold in the U.S. without registration or an exemption.
Added in current filing · verify on EDGAR →
The Company sold the warrants comprising the warrant transactions described above to the option counterparties in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act. The warrants and the shares of the common stock issuable upon exercise of the warrants, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Ciena sold warrants to option counterparties in a private placement under Section 4(a)(2) exemption. The warrants and underlying shares are unregistered. Any shares issued upon warrant exercise are expected to qualify for exemption under Section 3(a)(9) because no commission or remuneration is expected to be paid.
Event · Item 8.01 — Other Events
Ciena priced a convertible debt offering and entered into related hedge and warrant transactions.
Added in current filing · verify on EDGAR →
On June 8, 2026, the Company issued a press release announcing the pricing of the Offering.
Ciena announced the pricing of a convertible debt offering. The 8-K references the offering and related convertible note hedge and warrant transactions but does not disclose the principal amount, interest rate, conversion price, maturity date, or other material terms. These details would typically be in the referenced press release (Exhibit 99.1), which is not included in the provided text.
Added in current filing · verify on EDGAR →
statements regarding the expected effects of entering into the convertible note hedge and warrant transactions
Ciena entered into convertible note hedge and warrant transactions in connection with the offering. These derivative instruments are typically used to reduce potential dilution from the convertible notes and/or raise the effective conversion price. The 8-K does not disclose the strike prices, number of shares covered, premiums paid, or other material terms of these transactions.
Event · Exhibit 99.1
Ciena priced $2.5B convertible notes offering at 0% interest, upsized from $2B, to repay term loan debt and fund supply chain investments.
Added in current filing · view on EDGAR →
Ciena® Corporation (NYSE: CIEN) (the “Company”), the global leader in high-speed connectivity, today announced that it has priced its private offering (the “Offering”) of $2.5 billion aggregate principal amount of 0.00% convertible senior notes due 2031 (the “Notes”). The Notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by each wholly-owned domestic subsidiary of Ciena that currently or in the future guarantees its 4.00% senior notes due 2030 or any refinancing of such notes (the “guarantees”). The size of the Offering was increased from the previously announced $2.0 billion aggregate principal amount of Notes.
Ciena priced a $2.5 billion offering of zero-coupon convertible senior notes due 2031, upsized from the previously announced $2.0 billion. The notes carry a 0% interest rate and are guaranteed by Ciena's wholly-owned domestic subsidiaries that guarantee its existing 4% senior notes due 2030. The offering is expected to close on June 11, 2026.
Added in current filing · verify on EDGAR →
The initial conversion rate for the Notes is 1.3393 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $746.66 per share of the Company’s common stock), which represents a conversion premium of approximately 60.0% percent over the last reported sale price of $466.67 per share of the Company’s common stock on the NYSE on June 8, 2026.
The notes convert at an initial rate of 1.3393 shares per $1,000 principal, equivalent to a conversion price of $746.66 per share. This represents a 60% premium over the June 8, 2026 closing stock price of $466.67. The notes are convertible only upon satisfaction of certain conditions prior to June 15, 2031, and freely convertible thereafter until maturity.
Added in current filing · view on EDGAR →
The Company intends to use (i) $100.0 million of the net proceeds from the Offering to pay the net cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds of the Company’s entry into the warrant transactions described below) and (ii) approximately $140.0 million of the net proceeds to repurchase approximately 0.3 million shares of the Company’s common stock concurrently with the Offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate, at a purchase price per share equal to the last reported sale price of $466.67 per share of the Company’s common stock on the New York Stock Exchange (“NYSE”) on June 8, 2026. The Company intends to use approximately $1.14 billion of the remaining net proceeds from the Offering to repay amounts outstanding under its term loan under its existing credit facility and pay related fees and expenses. The Company intends to use the remainder of the net proceeds for general corporate purposes, including investments to enhance supply chain capacity.
Ciena will allocate proceeds as follows: $100 million for convertible note hedge transactions (net of warrant proceeds), $140 million to repurchase approximately 0.3 million shares at $466.67 per share, $1.14 billion to repay term loan debt, and the remainder for general corporate purposes including supply chain capacity investments. The debt repayment represents a significant deleveraging of the balance sheet.
Added in current filing · verify on EDGAR →
In connection with the pricing of the Notes, the Company has entered into convertible note hedge transactions with certain of the initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the “option counterparties”). These transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the same number of shares of the Company’s common stock that will initially underlie the Notes, and are expected generally to reduce any dilutive effect on the Company’s common stock of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be. Concurrently with entry into the convertible note hedge transactions, the Company has also entered into warrant transactions with the option counterparties relating to the same number of shares of the Company’s common stock, subject to customary anti-dilution adjustments. The strike price of the warrant transactions will initially be $1,000.00 per share, which represents an approximate 114.3% premium to the last reported sale price of the Company’s common stock on the NYSE on June 8, 2026.
Ciena entered into convertible note hedge transactions to reduce potential dilution from note conversions and offset cash payments above principal. Concurrently, the company entered warrant transactions with a strike price of $1,000 per share, representing a 114.3% premium to the June 8 stock price. The warrants could be dilutive if the stock price exceeds $1,000 per share.
Added in current filing · verify on EDGAR →
The Company may not redeem the Notes prior to September 20, 2029, except in the event of a cleanup redemption (as defined below). The Notes will be redeemable, in whole or in part, at the Company’s option on or after September 20, 2029, upon the satisfaction of certain conditions and subject to certain limitations. In addition, the Notes will be redeemable at any time if the aggregate principal amount of the Notes that remains outstanding is less than 10% of the aggregate principal amount of the Notes initially issued in the Offering and certain other conditions are satisfied (a “cleanup redemption”).
Ciena cannot redeem the notes before September 20, 2029, except for a cleanup redemption if less than 10% of the original principal remains outstanding. After September 20, 2029, the company may redeem the notes in whole or in part upon satisfaction of certain conditions.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify