Viavi greenshoe exercised, lifts 1% convertibles to $460 million

By Marisa Wong

Morgantown, W.Va., March 22 – Viavi Solutions Inc. sold an additional $60 million of 1% senior convertible notes due 2024 on March 22. The underwriters had fully exercised their over-allotment option, increasing the total size of the issue to $460 million, according to an 8-K filed Wednesday with the Securities and Exchange Commission.

Viavi priced $400 million of the 1% convertible notes on Feb. 28 at par with an initial conversion premium of 32.5%.

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%, as previously reported.

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC are the joint bookrunners for the Rule 144A offering.

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.

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