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Published on 5/23/2018 in the Prospect News Convertibles Daily and Prospect News Liability Management Daily.

Viavi issues $155.5 million 1.75% convertibles in exchange, up 37.5%, $69.5 million for cash

By Susanna Moon

Chicago, May 23 – Viavi Solutions Inc. agreed to exchange $151.5 million of its 0.625% senior convertible notes due 2033 for $155.5 million of newly issued 1.75% senior convertible notes due June 1, 2023.

After the exchange, $277 million principal amount of the 2033 notes will remain outstanding with the terms unchanged, according to a company announcement.

Viavi said it entered into privately negotiated agreements with some holders of the 0.625% notes on May 22.

That day, the company also entered into subscription agreements to sell $69.5 million principal amount of new notes in a private placement to institutional accredited investors.

The new notes will be convertible into cash, shares of Viavi’s common stock or a combination of cash and stock at an initial conversion rate of 71.7231 shares per $1,000 principal amount of new notes, which is an initial conversion price of about $13.94 per share for conversion premium of 37.5%.

The company said it will not receive any cash proceeds from the exchange.

Proceeds from the private placement are for general corporate purposes.

Viavi is a Milpitas, Calif.-based network test, measurement and assurance technology company.

New notes

Issuer:Viavi Solutions Inc.
Issue:Senior convertible notes
Amount:$155.5 million exchange, $69.5 million private placement
Maturity:June 1, 2023
Coupon:1.75%
Conversion premium:37.5%
Conversion price:$13.94
Conversion rate:71.7231 shares per $1,000 principal amount
Call option:At par beginning June 1, 2021
Pricing date:May 23
Settlement date:May 29
Stock symbol:Nasdaq: VIAV
Stock price:$10.14 at close on May 22
Market capitalization:$2.28 billion

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