II-VI Incorporated’s $920 Million Common Stock and Mandatory Convertible Preferred Stock Offerings


K&L Gates acted as special counsel to II-VI Incorporated, while Davis Polk advised the joint book-running managers in connection with concurrent SEC-registered offerings.

II-VI Incorporated executed its offering of 10,697,570 shares of its common stock for an aggregate price to the public of approximately $460 million and 2,300,000 shares of its 6.000% Series A mandatory convertible preferred stock for an aggregate price to the public of $460 million.

BofA Securities, Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., The Benchmark Company, LLC, Cowen and Company, LLC, Needham & Company, LLC, and Piper Sandler & Co. acted as joint book-running managers for the offerings.

II-VI Incorporated, a global leader in engineered materials and optoelectronic components and devices, is a vertically integrated manufacturing company that develops innovative products for diversified applications in the industrial, optical communications, military, life sciences, semiconductor equipment and consumer markets.

The Davis Polk corporate team advising the joint book-running managers included partner Alan F. Denenberg (Picture), counsel Jeffrey Gould and associates Benson Richards, Joseph G. Marano and Travis B. Mitchell. The equity derivatives team included partner Mark M. Mendez and associates Annie Li and Danielle Forni. Partner Lucy W. Farr and associate Ben Levenback provided tax advice.

Involved fees earner: Alan Denenberg – Davis Polk & Wardwell; Lucy Farr – Davis Polk & Wardwell; Danielle Forni – Davis Polk & Wardwell; Jeffrey Gould – Davis Polk & Wardwell; Ben Levenback – Davis Polk & Wardwell; Annie Li – Davis Polk & Wardwell; Joseph Marano – Davis Polk & Wardwell; Mark Mendez – Davis Polk & Wardwell; Travis Mitchell – Davis Polk & Wardwell; Benson Richards – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Bank of America Securities; Citigroup Global Markets Ltd; Cowen and Company; J.P. Morgan Securities LLC; Needham & Company; Piper Sandler; The Benchmark Company;

Author: Ambrogio Visconti