VIAVI exchanges $103.5M of 1.625% convertible notes for 7.87M shares at $17.88 ea.

VIAVI SOLUTIONS INC.

Exchange of $103.463M aggregate principal of 2026 Notes for 7,871,043 common shares at $17.88 per share.
After exchange, ~$49.037M of the 2026 Notes remain outstanding; no cash proceeds to VIAVI.
Exchange expected to close December 22, 2025; shares issued in private placement exempt from registration.
Proceeds from exchange will facilitate prepayment of at least $100M of the $600M Term Loan Credit Facility (Oct 2025).
Transaction participants are institutional accredited investors and QIBs.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

VIAVI SOLUTIONS INC. issued 7,871,043 shares of common stock of common stock to limited number of existing holders of the Company's 1.625% Convertible Senior Notes due 2026 for $103.463 million aggregate principal amount of 1.625% Convertible Senior Notes due 2026.

Security: common stock
Shares: 7,871,043 shares of common stock
Purchaser: limited number of existing holders of the Company's 1.625% Convertible Senior Notes due 2026
Consideration: $103.463 million aggregate principal amount of 1.625% Convertible Senior Notes due 2026

Exact text from the filing

Pursuant to the Exchange Agreements, the Company has agreed to exchange $103.463 million aggregate principal amount of 2026 Notes held by the Transaction Participants for an aggregate of 7,871,043 shares (“Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock,” and such exchange, the “Exchange”) at a price per share of $17.88. The Exchange is expected to close on or about December 22, 2025, subject to customary closing conditions.

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

VIAVI SOLUTIONS INC. entered into Exchange Agreements with a limited number of existing holders (the "Transaction Participants") of the Company's currently outstanding 1.625% Convertible Senior Notes due 2026 valued at $103.463 million aggregate principal amount of 2026 Notes (effective 2025-12-15).

Action: entry
Agreement: notes offering
Counterparty: a limited number of existing holders (the "Transaction Participants") of the Company's currently outstanding 1.625% Convertible Senior Notes due 2026
Value: $103.463 million aggregate principal amount of 2026 Notes
Effective: 2025-12-15

Exact text from the filing

On December 15, 2025, Viavi Solutions Inc. (the “Company”) entered into separate, privately negotiated agreements (the “Exchange Agreements”) with a limited number of existing holders (the “Transaction Participants”) of the Company’s currently outstanding 1.625% Convertible Senior Notes due 2026 (the “2026 Notes”).

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VIAVI SOLUTIONS INC. filing history →

Source: SEC EDGAR

accession 0001140361-25-045595

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