By Stephanie N. Rotondo
Seattle, Feb. 28 – Viavi Solutions Inc. sold $400 million of 1% senior convertible notes due 2024 at par via a Rule 144A offering with an initial conversion premium of 32.5%, the company said in a press release on Tuesday.
Pricing came at the cheap end of the 0.5% to 1% yield talk, as well as the premium talk of 32.5% to 37.5%.
J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC are the joint bookrunners.
The deal includes a $60 million over-allotment option.
The convertibles are non-callable for life. Holders can convert their debt holdings in certain circumstances into cash, stock or a combination of the two, at the company’s election.
The initial conversion rate is 75.6229 shares per each $1,000 of notes, equal to $13.22 a share.
Proceeds will be used, along with cash on hand, to refinance the outstanding 0.625% senior convertible notes due 2033 via opportunistic repurchases concurrently with this offering or in the future. The funds will also be used for general corporate purposes and to repurchase up to $50 million of common stock through an existing repurchase program.
Viavi is a Milpitas, Calif.-based network test, measurement and assurance technology company.
| Issuer: | Viavi Solutions Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $400 million
|
| Greenshoe: | $60 million
|
| Maturity: | March 1, 2024
|
| Bookrunners: | J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC
|
| Coupon: | 1%
|
| Price: | Par of $1,000
|
| Yield: | 1%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $13.22
|
| Conversion rate: | 75.6229
|
| Net share settlement: | Yes
|
| Contingent conversion: | Yes
|
| Pricing date: | Feb. 28
|
| Settlement date: | March 3
|
| Distribution: | Rule 144A
|
| Talk: | 0.5% to 1% yield, up 32.5% to 37.5%
|
| Stock symbol: | Nasdaq: VIAV
|
| Stock price: | $9.98 as of Feb. 27 close
|
| Market capitalization: | $2.35 billion
|
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