VIAVI Announces Share Exchange for $103.463 Million Aggregate Principal Amount of its 1.625% Convertible Senior Notes Due 2026

Viavi (NASDAQ: VIAV) entered into privately negotiated exchanges on Dec 16, 2025 to swap $103.463 million aggregate principal amount of its 1.625% Convertible Senior Notes due 2026 for 7,871,043 shares of common stock at $17.88 per share.

Rhea-AI Summary

Viavi (NASDAQ: VIAV) entered into privately negotiated exchanges on Dec 16, 2025 to swap $103.463 million aggregate principal amount of its 1.625% Convertible Senior Notes due 2026 for 7,871,043 shares of common stock at $17.88 per share. The Exchange is expected to close on or about December 22, 2025, subject to customary conditions. Immediately after the Exchange, about $49.037 million principal of the 2026 Notes will remain outstanding. Viavi will not receive cash proceeds from the Exchange. The Exchange is intended to help the company prepay at least $100 million of its $600 million term loan over the next 12 months.

Positive

• $103.463M of 2026 notes exchanged for equity
• Exchange supports prepay of at least $100M term loan
• 7,871,043 shares issued to retire convertible debt

Negative

• Issuance of 7,871,043 shares causes shareholder dilution
• $49.037M principal of 2026 notes remains outstanding
• Company will not receive cash proceeds from the Exchange

Argus Dec 16 session

-3.36% close to close Open Argus

Details

News Market Reaction – VIAV

In the Dec 16 session, VIAV declined 3.36%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details an exchange of $103.463M of 1.625% 2026 convertible notes for 7,871,043 sh...

Analysis

This announcement details an exchange of $103.463M of 1.625% 2026 convertible notes for 7,871,043 shares at $17.88 per share, leaving $49.037M of notes outstanding. VIAVI links the move to a plan to prepay at least $100M of a $600M term loan over twelve months. Together with an effective S-3ASR shelf, this highlights an active focus on capital structure, with trade-offs between debt reduction and incremental equity dilution to monitor over time.

Key Figures

Notes exchanged: $103.463M aggregate principal Coupon rate: 1.625% Shares issued: 7,871,043 shares +4 more

Notes exchanged

$103.463M aggregate principal

1.625% Convertible Senior Notes due 2026 exchanged into equity

Coupon rate

1.625%

Interest rate on Convertible Senior Notes due 2026

Shares issued

7,871,043 shares

Common stock issued to noteholders in the Exchange

Exchange share price

$17.88 per share

Implied price per share in the Exchange agreements

Notes remaining

$49.037M principal

2026 Notes outstanding immediately after the Exchange

Planned prepayment

$100M minimum

Target prepayment of Term Loan Credit Facility over next twelve months

Term loan size

$600M

Term Loan Credit Facility executed in October 2025

Historical Context

5 past events · Latest: Dec 04

5 events

1. Dec 04

   Security partnership

   24h Move

   -0.0%

   Partnership to accelerate quantum-safe network security solutions and standards.

2. Nov 19

   Government award

   24h Move

   -2.6%

   U.S. DOT award to advance CPNT for critical infrastructure timing resilience.

3. Nov 06

   Open RAN partnership

   24h Move

   +0.6%

   Calnex partnership to offer comprehensive Open RAN pre-certification testbeds.

4. Nov 04

   Product award

   24h Move

   -4.5%

   T/Rx transceiver system winning first place in EW realism challenge.

5. Oct 29

   Earnings update

   24h Move

   -0.1%

   Q1 FY26 results with higher revenue, better margins, and forward guidance.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, term loan credit facility, accredited investors, regulation d, +4 more

8 terms

convertible senior notes financial

"existing 1.625% Convertible Senior Notes due 2026 (the "2026 Notes")"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

term loan credit facility financial

"a minimum of $100 million of the $600 million Term Loan Credit Facility executed"

A term loan credit facility is a formal borrowing arrangement from a bank or group of lenders that provides a company with a set amount of money to be repaid over a fixed period with interest, often in scheduled installments. For investors, it matters because it changes a company’s cash flow and debt load—similar to a mortgage for a business—affecting its ability to fund operations or growth, creditworthiness, and the risk that future earnings will be used to cover loan payments rather than returns to shareholders.

accredited investors regulatory

"reasonably believed to be institutional "accredited investors" within the meaning of Rule 501(a)"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

regulation d regulatory

"Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

rule 144a regulatory

""qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

qualified institutional buyers regulatory

"and "qualified institutional buyers" as defined in Rule 144A promulgated"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

securities act regulatory

"under the Securities Act or under any state securities laws and may not be offered"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

registration regulatory

"may not be offered or sold without registration under, or an applicable exemption"

Registration is the formal filing or listing of a company, security, product, or document with a government or regulatory agency so it may be legally offered, sold, or publicly disclosed. Think of it like registering a car before you can drive it: it creates official records, requires certain disclosures, and signals that regulators have at least reviewed basic information. Investors care because registration increases transparency, enables trading or market access, and can materially affect a company’s liquidity, fundraising options, and regulatory risk.

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CHANDLER, Ariz., Dec. 16, 2025 /PRNewswire/ -- (NASDAQ: VIAV) Viavi Solutions Inc. ("VIAVI" or the "Company") today announced that it has entered into separate, privately negotiated agreements with a limited number of holders (the "Transaction Participants") of its existing 1.625% Convertible Senior Notes due 2026 (the "2026 Notes") to exchange an aggregate principal amount of $103.463 million of 2026 Notes for an aggregate of 7,871,043 shares ("Shares") of VIAVI's common stock (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. Immediately following the Exchange, approximately $49.037 million in aggregate principal amount of the 2026 Notes will remain outstanding. VIAVI will not receive any cash proceeds from the Exchange. The Exchange will facilitate the Company's plan to prepay, over the next twelve months, a minimum of $100 million of the $600 million Term Loan Credit Facility executed in October 2025.

The Transaction Participants are reasonably believed to be institutional "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act. The offer and sale of the Shares have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration under, or an applicable exemption from, the registration requirements of the Securities Act and any applicable state securities laws. This announcement does not constitute an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction.

About VIAVI Solutions
VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions for telecommunications, cloud, enterprises, first responders, military, aerospace and railway. VIAVI is also a leader in light management technologies for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive, government and aerospace applications.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements include statements regarding the Company's current expectations regarding the transactions described in this press release, including future plans regarding debt prepayment, and can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements involve risks and uncertainties that could cause the Company's results to differ materially from management's current expectations. For more information on these risks, please refer to the "Risk Factors" section included in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025. The forward-looking statements contained in this press release are made as of the date hereof and the Company assumes no obligation to update such statements.

Press Contact:	Amit Malhotra, 202-341-8624; amit.malhotra@viavisolutions.com
Investor Contact:	Vibhuti Nayar, 408-404-6305; investor.relations@viavisolutions.com

 

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SOURCE VIAVI Financials

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Viavi (VIAV) exchange on December 16, 2025?

Viavi agreed to exchange $103.463M of 1.625% convertible notes due 2026 for 7,871,043 shares at $17.88 per share.

When is the Viavi (VIAV) share exchange expected to close?

The Exchange is expected to close on or about December 22, 2025, subject to customary closing conditions.

How much of the 2026 notes will remain outstanding after the Viavi (VIAV) Exchange?

Approximately $49.037M in aggregate principal amount of the 2026 notes will remain outstanding immediately following the Exchange.

Will Viavi (VIAV) receive cash from the 2026 note exchange?

No. Viavi will not receive any cash proceeds from the Exchange.

How does the Viavi (VIAV) Exchange affect its term loan repayment plans?

The Exchange is intended to facilitate prepaying a minimum of $100M of the company’s $600M term loan over the next 12 months.

Who were the counterparties in the Viavi (VIAV) Exchange?

The transactions were with a limited number of holders reasonably believed to be institutional accredited investors and qualified institutional buyers.