Viavi Solutions to acquire Spirent Communications for £1,005M ($1,277M) in cash

VIAVI SOLUTIONS INC.

Spirent shareholders to receive 172.5 pence per share; aggregate value £1,005M ($1,277M).
Acquisition financed via $1.2B debt facilities and $400M convertible notes from Silver Lake.
Spirent directors grant irrevocable undertakings to vote in favor of the scheme.
Deal expected to close in H2 2024, subject to regulatory and shareholder approvals.
Silver Lake receives board nomination rights and standstill restrictions post-closing.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VIAVI SOLUTIONS INC. entered into Commitment Letter with certain financial institutions (effective 2024-03-04).

Action: entry
Agreement: credit facility
Counterparty: certain financial institutions
Effective: 2024-03-04

Exact text from the filing

the Company and certain financial institutions party thereto entered into a commitment letter, dated as of March 4, 2024 (including all exhibits, annexes and schedules thereto, the “Commitment Letter”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VIAVI SOLUTIONS INC. entered into Interim Facilities Agreement with certain financial institutions (effective 2024-03-04).

Action: entry
Agreement: credit facility
Counterparty: certain financial institutions
Effective: 2024-03-04

Exact text from the filing

the Company and certain financial institutions named therein, among others, entered into an interim facilities agreement (substantially in the form of interim facilities agreement attached to the Commitment Letter) dated March 4, 2024 (the “Interim Facilities Agreement”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VIAVI SOLUTIONS INC. entered into Co-operation Agreement with Spirent Communications plc (effective 2024-03-05).

Action: entry
Agreement: merger
Counterparty: Spirent Communications plc
Effective: 2024-03-05

Exact text from the filing

the Company, Spirent and Bidco entered into a Co-operation Agreement, dated as of March 5, 2024 (the “Co-operation Agreement”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VIAVI SOLUTIONS INC. entered into Convertible Note Investment Agreement with certain affiliates of Silver Lake valued at $400 million aggregate principal amount of unsecured 4.00% / 4.50% Convertible Senior PIK Toggle Not (effective 2024-03-05).

Action: entry
Agreement: notes offering
Counterparty: certain affiliates of Silver Lake
Value: $400 million aggregate principal amount of unsecured 4.00% / 4.50% Convertible Senior PIK Toggle Not
Effective: 2024-03-05

Exact text from the filing

the Company and certain affiliates of Silver Lake named therein entered into an Investment Agreement, dated as of March 5, 2024 (the “Convertible Note Investment Agreement”) in respect of $400 million aggregate principal amount of unsecured 4.00% / 4.50% Convertible Senior PIK Toggle Notes

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737 material agreements filed in the last 30 days. Browse all material agreements →

VIAVI SOLUTIONS INC. filing history →

Source: SEC EDGAR

accession 0001140361-24-011447

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