---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-24-011447"
form_type: "8-K"
ticker: "VIAV"
cik: "0000912093"
company_name: "VIAVI SOLUTIONS INC."
filed_at: "2024-03-05T23:59:59+00:00"
generated_at: "2026-06-05T04:28:32.914251+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-24-011447
- form_type: 8-K
- ticker: VIAV
- cik: 0000912093
- company_name: VIAVI SOLUTIONS INC.
- filed_at: 2024-03-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/912093/000114036124011447/0001140361-24-011447-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/912093/000114036124011447/ny20023240x1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-24-011447
- JSON: https://secwatch.observer/filing/0001140361-24-011447.json
- Plain text: https://secwatch.observer/filing/0001140361-24-011447.txt

## Key facts
- Material Agreements
  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
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/912093/000114036124011447/0001140361-24-011447-index.htm
- Material Agreements
  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
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/912093/000114036124011447/0001140361-24-011447-index.htm
- Material Agreements
  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
  source text: the Company, Spirent and Bidco entered into a Co-operation Agreement, dated as of March 5, 2024 (the “Co-operation Agreement”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/912093/000114036124011447/0001140361-24-011447-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/912093/000114036124011447/0001140361-24-011447-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.