VIAV raises $149.1M subscription, exchanges $100.9M into 2031 convertibles

Rhea-AI Filing Summary

Viavi Solutions Inc. agreed to issue $250 million aggregate principal amount of 0.625% Senior Convertible Notes due 2031, consisting of approximately $100.9 million of New Notes exchanged for about $97.5 million principal amount of its existing 1.625% Senior Convertible Notes due 2026 and approximately $149.1 million of New Notes sold for cash. After the Exchange Transactions, approximately $152.5 million principal amount of the 2026 Notes will remain outstanding.

The company expects to use net proceeds from the Subscription Transactions to repay a portion of the 2026 Notes upon maturity and expects the Transactions to close on or about August 20, 2025. In connection with the issuance of the New Notes, the company expects to repurchase approximately $30 million of common stock at $11.03 per share and the placement agent intends to purchase about $25 million of shares at a 5% discount to that price. Forms of the agreements and a press release are filed as exhibits.

Positive

• $250 million of New Notes issued, providing additional financing capacity
• New Notes bear 0.625% coupon due 2031, lower stated interest rate compared with the 1.625% 2026 Notes
• Net proceeds from subscriptions will be used to repay a portion of the 2026 Notes upon maturity

Negative

• Approximately $152.5 million principal amount of 2026 Notes will remain outstanding after the exchanges
• Company expects to repurchase about $30 million of common stock using cash on hand, which reduces liquidity available for other uses
• Placement agent intends to purchase about $25 million of shares at a 5% discount, and such transactions could affect the market price of the common stock or the New Notes

Insights

Corporate Finance Analyst

TL;DR: Lower coupon and longer maturity reduce near-term cash interest and extend debt maturity, improving financing flexibility.

The company is replacing part of its 2026 convertible exposure with $250 million of 0.625% convertibles due 2031, including $100.9 million issued in exchange and $149.1 million by subscription. The new notes carry a lower stated coupon than the 1.625% 2026 Notes and extend contractual maturity to 2031, and the company intends to apply subscription net proceeds to repay a portion of the 2026 Notes at maturity. The filing also discloses approximately $152.5 million of 2026 Notes will remain outstanding after the exchanges and an announced plan to repurchase about $30 million of common stock using cash on hand.

Fixed Income Specialist

TL;DR: Transaction changes the convertible debt profile and increases outstanding convertible supply while leaving material 2026 exposure.

The issuance increases convertible principal outstanding by $250 million maturing in 2031 while leaving roughly $152.5 million of the 2026 Convertibles outstanding. The mix of exchange and cash subscription transactions shifts timing of creditor claims. The filing also notes equity repurchases of about $30 million and a placement agent purchase of roughly $25 million of shares at a 5% discount; these market transactions could influence trading dynamics for both the common stock and the New Notes. Overall this is a material financing action with mixed impacts on stakeholders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 13, 2025

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22874	94-2579683
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1445 South Spectrum Blvd, Suite 102 Chandler, Arizona		85286
(Address of Principal Executive Offices)		(Zip Code)

(408) 404-3600

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of the exchange on which registered
Common Stock, $0.001 par value		VIAV		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Other Events.

On August 13, 2025, Viavi Solutions Inc. (the “Company”) entered into privately negotiated exchange and/or subscription agreements with certain holders of its 1.625% Senior Convertible Notes due 2026 (the “2026 Notes”) and certain new investors pursuant to which the Company will issue $250 million aggregate principal amount of its 0.625% Senior Convertible Notes due 2031 (the “New Notes”) consisting of (a) approximately $100.9 million principal amount of New Notes in exchange for approximately $97.5 million principal amount of 2026 Notes (the “Exchange Transactions”) and (b) approximately $149.1 million principal amount of New Notes for cash (the “Subscription Transactions” and together with the Exchange Transactions, the “Transactions”), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended, and the rules and regulations thereunder. Following the closing of the Exchange Transactions, approximately $152.5 million in aggregate principal amount of 2026 Notes will remain outstanding with terms unchanged.  The Company expects to use the net proceeds from the Subscription Transactions to repay a portion of the 2026 Notes upon maturity. The Transactions are expected to close concurrently on or about August 20, 2025, subject to customary closing conditions.

A copy of the form of exchange and subscription agreement, substantially in the form entered into on August 13, 2025 with the exchanging holders in the Transactions, is filed as Exhibit 10.1 hereto and incorporated herein by reference. A copy of the form of subscription agreement, substantially in the form entered into on August 13, 2025 with the new investors in the Subscription Transactions, is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 8.01. Other Events.

On August 14, 2025, the Company issued a press release announcing the entry into the Transactions. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

In connection with the issuance of the New Notes, the Company expects to repurchase approximately $30 million of shares of its common stock under the Company’s previously announced board authorization for share repurchases using cash on hand in privately negotiated transactions from certain purchasers of the New Notes through a financial intermediary at a price per share of $11.03, which is equal to the last reported sale price of the common stock on August 13, 2025. In connection with the issuance of the New Notes, the Company has been advised that the placement agent for the Transactions intends to purchase approximately $25 million of shares of the Company’s common stock in privately negotiated transactions from certain purchasers of the New Notes through a financial intermediary at a discount of 5% to the last reported sale price of the Company’s common stock on August 13, 2025. Such purchases by the Company as well as the placement agent of the Company’s common stock could increase (or reduce the size of any decrease in) the market price of the common stock or the New Notes. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Exchange and Subscription Agreement.
10.2		Form of Subscription Agreement.
99.1		Press Release issued by Viavi Solutions Inc. on August 14, 2025.
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Viavi Solutions Inc.
	By:	/s/ Ilan Daskal
	Ilan Daskal
	Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)
August 14, 2025

FAQ

What financing did Viavi (VIAV) announce in this 8-K?

Viavi agreed to issue $250 million aggregate principal amount of 0.625% Senior Convertible Notes due 2031, via exchange and subscription transactions.

How much of the existing 2026 Notes were exchanged?

Approximately $97.5 million principal amount of the 1.625% Senior Convertible Notes due 2026 were exchanged for about $100.9 million of New Notes.

What cash subscriptions were included in the Transactions?

The Transactions include approximately $149.1 million principal amount of New Notes sold for cash to certain new investors.

Will any 2026 Notes remain outstanding after the Transactions?

Yes. Following the Exchange Transactions, approximately $152.5 million in aggregate principal amount of the 2026 Notes will remain outstanding with terms unchanged.

Are there any share repurchases tied to the issuance?

Yes. The company expects to repurchase approximately $30 million of common stock at $11.03 per share and the placement agent intends to buy about $25 million of shares at a 5% discount to that price.

When are the Transactions expected to close?

The company expects the Transactions to close concurrently on or about August 20, 2025, subject to customary closing conditions.