UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Accelerated Share Repurchase Program
On December 13, 2021, Ciena Corporation (the “Company”) entered into an accelerated share repurchase agreement (the “ASR Agreement”), with Goldman Sachs & Co. LLC (“Goldman”) to repurchase $250 million of the Company’s common stock (the “Accelerated Share Repurchase”) as part of the Company’s existing $1.0 billion share repurchase program announced on December 9, 2021.
Under the terms of the ASR Agreement, the Company will make a payment of $250 million to Goldman, and will receive an initial share delivery of approximately 2.7 million shares from Goldman. The exact number of shares of common stock the Company will repurchase under the ASR Agreement will be based generally on the average of the daily volume-weighted average prices of the common stock during the repurchase period under the ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. At settlement, under certain circumstances, Goldman may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to make a cash payment or to deliver shares of its common stock to Goldman. Final settlement of the transactions under the ASR Agreement is expected to occur during the fiscal quarter ending April 30, 2022.
The ASR Agreement contains the principal terms and provisions governing the Accelerated Share Repurchase, including, but not limited to, the mechanism used to determine the number of shares of common stock that will be delivered, the required timing of delivery of the shares, the circumstances under which Goldman is permitted to make adjustments to valuation and calculation periods, various acknowledgements, representations and warranties made by the parties to one another, and the circumstances under which the ASR Agreement may be terminated early.
The foregoing description of the ASR Agreement is a summary and is qualified in its entirety by reference to the ASR Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
| ITEM 7.01 | – REGULATION FD DISCLOSURE |
On December 14, 2021, the Company issued a press release announcing entrance into the ASR Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
| ITEM 9.01 | - FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | The following exhibits are being filed herewith: |
| Exhibit Number |
Description of Document | |
| 10.1 | ASR Agreement, dated December 13, 2021, by and between Ciena Corporation and Goldman Sachs & Co. LLC | |
| 99.1 | Press Release, dated December 14, 2021 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Ciena Corporation | ||||||
| Date: December 14, 2021 | By: | /s/ David M. Rothenstein | ||||
| David M. Rothenstein | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||