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

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

Key Figures

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

Market Reality Check

$17.88 Last Close

Volume Volume 2,842,742 vs 20-day average 3,943,210 (relative volume 0.72). normal

Technical Trading above 200-day MA of 11.87, with price at 17.88 before this news.

Peers on Argus

Before this announcement, VIAV was down 0.67%. Several communication/ networking peers were also lower: EXTR -0.18%, ONDS -11.41%, COMM -3.2%, VSAT -2.48%, BDC -1.83%, indicating broader softness but scanner did not flag a coordinated sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Security partnership	Positive	-0.0%	Partnership to accelerate quantum-safe network security solutions and standards.
Nov 19	Government award	Positive	-2.6%	U.S. DOT award to advance CPNT for critical infrastructure timing resilience.
Nov 06	Open RAN partnership	Positive	+0.6%	Calnex partnership to offer comprehensive Open RAN pre-certification testbeds.
Nov 04	Product award	Positive	-4.5%	T/Rx transceiver system winning first place in EW realism challenge.
Oct 29	Earnings update	Positive	-0.1%	Q1 FY26 results with higher revenue, better margins, and forward guidance.

Pattern Detected

Recent VIAVI news has often been followed by slight to moderate share price declines even on seemingly positive operational updates.

Recent Company History

Over the last few months, VIAVI reported several operational and strategic milestones. On Oct 29, 2025, Q1 FY26 results showed net revenue of $299.1M and improved non-GAAP margins, but the stock moved only slightly. Subsequent awards and partnerships in Open RAN, electronic warfare test systems, CPNT for critical infrastructure, and quantum-safe networking (Nov–Dec 2025) were generally followed by flat to negative one-day reactions. Against this backdrop, the new convertible note share exchange fits an ongoing balance-sheet and strategic positioning narrative.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-11

An automatic shelf registration (Form S-3ASR) filed on August 11, 2025 allows VIAVI to issue various securities, including common and preferred stock, debt, warrants, rights, and units, for general corporate purposes. The shelf is effective with 0 recorded usages so far and provides structural flexibility for future capital-raising or balance sheet actions that could complement transactions like the announced note-for-share exchange.

Market Pulse Summary

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 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.

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.

AI-generated analysis. Not financial advice.

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

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.