II-VI Receives $350 Million Additional Equity Investment from Bain Capital

Posted Jun 23, 2021

II-VI Incorporated has announced that Bain Capital will make an additional equity investment of $350 million in II-VI, increasing its total equity commitment to the company to $2.15 billion.

As previously disclosed, on March 31, 2021, II-VI sold 75,000 shares of a new Series B-1 Convertible Preferred Stock to Bain Capital for $10,000 per share and an aggregate purchase price of $750 million. Bain Capital also committed to purchase, immediately prior to the closing of the pending business combination with Coherent, Inc., 105,000 shares of a new Series B-2 Convertible Preferred Stock for $10,000 per share and an aggregate purchase price of $1.05 billion, for a total commitment of $1.8 billion, which includes the $750 million received by II-VI on March 31, 2021.

II-VI also had the right to request that Bain Capital purchase an additional 35,000 shares of Series B-2 Convertible Preferred Stock for $10,000 per share and an aggregate purchase price of $350 million, which would also occur immediately prior to the closing of the pending business combination with Coherent, Inc. With this additional $350 million commitment, Bain Capital will purchase a total of 140,000 shares of II-VI Series B-2 Convertible Preferred Stock for an aggregate purchase price of $1.4 billion immediately prior to, and conditioned on, the closing of the Coherent transaction. As a result, Bain Capital will have purchased a total of $2.15 billion of II-VI’s Series B Convertible Preferred Stock.

All of the shares of Series B Convertible Preferred Stock will be convertible into shares of II-VI common stock at a conversion price of $85 per share, and the shares of Series B-1 Convertible Preferred Stock issued in March 2021 became voting shares upon expiration of the Hart-Scott-Rodino Act waiting period on June 3, 2021.

The foregoing description of the Bain Capital investment in II-VI is subject to the full terms and conditions of the equity investment as set forth in II-VI’s filings with the U.S. Securities and Exchange Commission (the “SEC”).