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VIAVI Announces Private Convertible Exchange and Subscription Transactions of $250 Million Principal Amount of 1.625% Senior Convertible Notes Due 2026
CHANDLER, Ariz., March 2, 2023 /PRNewswire/ -- (NASDAQ: VIAV) Viavi Solutions Inc. ("VIAVI" or the "Company") today announced that on March 1, 2023, it
About this update from Viavi Solutions Inc.
[{"type":"text","content":"CHANDLER, Ariz., March 2, 2023 /PRNewswire/ -- (NASDAQ: VIAV) Viavi Solutions Inc. (\"VIAVI\" or the \"Company\") today announced that on March 1, 2023, it entered into privately negotiated exchange and/or subscription agreements with certain holders of its outstanding 1.00% Senior Convertible Notes due 2024 (the \"2024 Notes\") and certain new investors pursuant to which VIAVI will issue $250 million aggregate principal amount of its 1.625% Senior Convertible Notes due 2026 (the \"New Notes\") consisting of (a) approximately $132 million principal amount of New Notes in exchange for approximately $128 million principal amount of the 2024 Notes (the \"Exchange Transactions\") and (b) approximately $118 million principal amount of New Notes for cash (the \"Subscription Transactions\"), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the \"Securities Act\"), and the rules and regulations thereunder. Following the closing of the Exchange Transactions, approximately $96 million in aggregate principal amount of 2024 Notes will remain outstanding with terms unchanged. The Exchange Transactions and the Subscription Transactions are expected to close concurrently on or about March 6, 2023, subject to customary closing conditions.\n\n \n \n \n \n \n \n\n \nWhen issued:\nThe New Notes will represent senior unsecured obligations of VIAVI and will pay interest semi-annually in arrears on each March 15 and September 15, commencing on September 15, 2023, at a rate of 1.625% per annum.The New Notes will mature on March 15, 2026, unless earlier converted, redeemed or repurchased.The New Notes will be convertible at the option of holders in certain circumstances and during certain periods into cash up to their principal amount, and into cash, shares of VIAVI's common stock or a combination of cash and VIAVI's common stock, at VIAVI's election, for the conversion value above the principal amount, if any. The initial conversion rate is 75.7963 shares of VIAVI's common stock per $1,000 principal amount of New Notes, which is equivalent to an initial conversion price of approximately $13.19 per share, and will be subject to customary anti-dilution adjustments. This represents an approximately 22.5% conversion premium over the closing price of $10.77 of VIAVI's common stock on March 1, 2023.VIAVI m...