LITE · Lumentum Holdings Inc. · Debt

On March 3, 2022, Lumentum Holdings Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC and BofA Securities, Inc. (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $750 million aggregate principal amount of 0.50% Convertible Senior Notes due 2028 (the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $112.5 million aggregate principal amount of the Notes on the same terms and conditions. A total of $750 million aggregate principal amount of Notes were issued on March 8, 2022.

Issuer evidence: On March 3, 2022, Lumentum Holdings Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC and BofA Securities, Inc. (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $750 million aggregate principal amount of 0.50% Convertible Senior Notes due 2028 (the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $112.5 million aggregate principal amount of the Notes on the same terms and conditions. A total of $750 million aggregate principal amount of Notes were issued on March 8, 2022.

Supporting evidence: On March 8, 2022, the Company entered into an indenture relating to the issuance of the Notes (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes will bear interest at a rate of 0.50% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The Notes will mature on June 15, 2028, unless earlier redeemed, repurchased by the Company or converted pursuant to their terms.

Supporting evidence: On March 3, 2022, Lumentum Holdings Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC and BofA Securities, Inc. (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $750 million aggregate principal amount of 0.50% Convertible Senior Notes due 2028 (the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $112.5 million aggregate principal amount of the Notes on the same terms and conditions. A total of $750 million aggregate principal amount of Notes were issued on March 8, 2022.

Supporting evidence: On March 3, 2022, Lumentum Holdings Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC and BofA Securities, Inc. (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $750 million aggregate principal amount of 0.50% Convertible Senior Notes due 2028 (the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $112.5 million aggregate principal amount of the Notes on the same terms and conditions. A total of $750 million aggregate principal amount of Notes were issued on March 8, 2022.

On June 13, 2023, Lumentum Holdings Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, as representative of the Initial Purchasers named in Schedule I thereto (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $525 million aggregate principal amount of 1.50% Convertible Senior Notes due 2029 (the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $78.75 million aggregate principal amount of the Notes on the same terms and conditions, which was exercised in full on June 14, 2023. A total of $603.75 million aggregate principal amount of Notes were issued on June 16, 2023. The aggregate principal amount of the offering was increased from the previously announced offering size of $500 million (or $575 million if the Initial Purchasers exercised their option to purchase additional Notes in full).

Issuer evidence: On June 13, 2023, Lumentum Holdings Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, as representative of the Initial Purchasers named in Schedule I thereto (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $525 million aggregate principal amount of 1.50% Convertible Senior Notes due 2029 (the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $78.75 million aggregate principal amount of the Notes on the same terms and conditions, which was exercised in full on June 14, 2023. A total of $603.75 million aggregate principal amount of Notes were issued on June 16, 2023. The aggregate principal amount of the offering was increased from the previously announced offering size of $500 million (or $575 million if the Initial Purchasers exercised their option to purchase additional Notes in full).

Supporting evidence: On June 16, 2023, the Company entered into an indenture relating to the issuance of the Notes (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes will bear interest at a rate of 1.50% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2023. The Notes will mature on December 15, 2029, unless earlier redeemed, repurchased by the Company or converted pursuant to their terms.

Supporting evidence: On June 13, 2023, Lumentum Holdings Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, as representative of the Initial Purchasers named in Schedule I thereto (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $525 million aggregate principal amount of 1.50% Convertible Senior Notes due 2029 (the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $78.75 million aggregate principal amount of the Notes on the same terms and conditions, which was exercised in full on June 14, 2023. A total of $603.75 million aggregate principal amount of Notes were issued on June 16, 2023. The aggregate principal amount of the offering was increased from the previously announced offering size of $500 million (or $575 million if the Initial Purchasers exercised their option to purchase additional Notes in full).

Supporting evidence: On June 13, 2023, Lumentum Holdings Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, as representative of the Initial Purchasers named in Schedule I thereto (the “Initial Purchasers”), to issue and sell to the Initial Purchasers $525 million aggregate principal amount of 1.50% Convertible Senior Notes due 2029 (the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be issued to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. In addition, the Company granted the Initial Purchasers a 13-day option to purchase up to an additional $78.75 million aggregate principal amount of the Notes on the same terms and conditions, which was exercised in full on June 14, 2023. A total of $603.75 million aggregate principal amount of Notes were issued on June 16, 2023. The aggregate principal amount of the offering was increased from the previously announced offering size of $500 million (or $575 million if the Initial Purchasers exercised their option to purchase additional Notes in full).

[NAME OF OFFICER], the [TITLE] of Lumentum Holdings Inc., a Delaware corporation (the “**Company**”), does hereby certify, in connection with the sale of $603,750,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2029 (the “**Notes**”) pursuant to the terms of the Indenture, dated as of June 16, 2023 (as may be amended or supplemented from time to time, the “**Indenture**”), by and among the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), that:

Issuer evidence: [NAME OF OFFICER], the [TITLE] of Lumentum Holdings Inc., a Delaware corporation (the “**Company**”), does hereby certify, in connection with the sale of $603,750,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2029 (the “**Notes**”) pursuant to the terms of the Indenture, dated as of June 16, 2023 (as may be amended or supplemented from time to time, the “**Indenture**”), by and among the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), that:

Supporting evidence: [NAME OF OFFICER], the [TITLE] of Lumentum Holdings Inc., a Delaware corporation (the “**Company**”), does hereby certify, in connection with the sale of $603,750,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2029 (the “**Notes**”) pursuant to the terms of the Indenture, dated as of June 16, 2023 (as may be amended or supplemented from time to time, the “**Indenture**”), by and among the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), that:

Supporting evidence: [NAME OF OFFICER], the [TITLE] of Lumentum Holdings Inc., a Delaware corporation (the “**Company**”), does hereby certify, in connection with the sale of $603,750,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2029 (the “**Notes**”) pursuant to the terms of the Indenture, dated as of June 16, 2023 (as may be amended or supplemented from time to time, the “**Indenture**”), by and among the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), that: