Chicago, March 2 – Viavi Solutions Inc. will soon issue $250 million of 1.625% senior convertible notes due 2026, according to a press release.
The $250 million amount is partially attributive to privately negotiated agreements with certain noteholders who agreed to exchange their convertible notes due 2024 for the new notes.
Approximately $132 million of the issue size was arrived at through the exchanges with the other approximate $118 million coming from cash subscription.
The initial conversion premium is 22.5%, using the stock price on March 1.
Holders may opt to convert the notes in certain circumstances and during certain periods.
Viavi may convert the notes into cash, shares or a combination of both at its election.
The notes may be redeemed at par starting on March 20, 2025 until 41 trading days before the maturity date. If not redeemed in whole, at least $75 million of the notes must remain outstanding as of the relevant redemption notice date.
If there is a fundamental change, the notes will be putable at par. There is also make-whole fundamental change protection in certain circumstances, whereby the conversion rate would be increased.
Proceeds from the notes sold for cash will be used for general corporate purposes, including retiring debt.
In connection with the issuance of the new notes, the company expects to repurchase up to $30 million of shares of its common stock from certain institutional investors.
The new notes were offered only to Rule 501 Regulation D and Rule 144A investors.
Viavi is a Chandler, Ariz.-based network test, measurement and assurance technology company.
| Issuer: | Viavi Solutions Inc.
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| Amount: | $250 million
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| Issue: | Senior convertible notes
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| Maturity: | March 15, 2026
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| Coupon: | 1.625%
|
| Conversion premium: | 22.5%
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| Conversion rate: | 75.7963
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| Conversion price: | $13.19
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| Call features: | At par starting March 20, 2025 until 41 trading days before maturity
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| Change of control: | At par
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| Settlement date: | March 6
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| Distribution: | Regulation D, Rule 144A
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| Stock symbol: | Nasdaq: VIAV
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| Stock price: | $10.77 on March 1
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| Market capitalization: | $2.37 billion
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