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Published on 12/11/2012 in the Prospect News Convertibles Daily.

New Issue: Oclaro unit prices $25 million 5.5-year exchangeable notes to yield 7.5%, up 30%

By Rebecca Melvin

New York, Dec. 11 - Oclaro Luxembourg SA, a subsidiary of Oclaro Inc., priced $25 million of 5.5-year exchangeable senior secured second-lien notes to yield 7.5% with an initial conversion premium of 30%, according to a syndicate source.

The Rule 144A deal was sold via bookrunner Morgan Stanley & Co. LLC.

Proceeds are earmarked for general corporate purposes, including working capital, and including acquisitions or investments in complementary businesses, products or technologies.

The indenture governing the notes includes covenants restricting the ability of the company and some subsidiaries to incur debt, to make restricted payments, to create liens, to sell or dispose of assets and to enter into mergers or corporate transactions.

Based in San Jose, Calif., Oclaro manufactures optical components, modules and subsystems used in telecommunications, data communications, aerospace and industry.

Issuer:Oclaro Luxembourg SA
Guarantor:Oclaro Inc.
Issue:Exchangeable senior second-lien notes
Amount:$25 million
Maturity:June 15, 2018
Bookrunner:Morgan Stanley & Co. LLC
Coupon:7.5%
Yield:7.5%
Conversion premium:30%
Conversion price:$1.846
Conversion ratio:541.7118
Pricing date:Dec. 10, after close
Settlement date:Dec. 14
Distribution:Rule 144A
Stock symbol:Nasdaq: OCLR
Stock price:$1.42 at close Dec. 10
Market capitalization:$136.2 million

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