Viavi : Unregistered Sale of Equity Securities (Form 8-K)

Unregistered Sale of Equity Securities.

On September 2, 2021, Viavi Solutions Inc. ('VIAVI') entered into separate privately-negotiated exchange agreements (the 'Exchange Agreements') with certain holders of its 1.75% Senior Convertible Notes due 2023 (the '2023 Notes') and 1.00% Senior Convertible Notes due 2024 (the '2024 Notes' and, together with the 2023 Notes, the 'Notes'), under which VIAVI will deliver and pay an aggregate of (a) 10.6 million shares of VIAVI's common stock, par value $0.001 per share (the 'Common Stock') and (b) $197.0 million in cash, collectively, in exchange for $93.8 million principal amount of the 2023 Notes and $181.2 million principal amount of the 2024 Notes (the 'Exchange Transactions').

The Exchange Transactions are expected to close on or about September 10, 2021. Following the closing of the Exchange Transactions, $131.2 million in aggregate principal amount of 2023 Notes will remain outstanding and $278.8 million in aggregate principal amount of 2024 Notes will remain outstanding, in each case, with terms unchanged.

VIAVI will not receive any cash proceeds from the Exchange Transactions. In exchange for delivering and paying the shares of VIAVI's Common Stock and cash under the Exchange Transactions, VIAVI will receive and cancel the exchanged Notes. VIAVI will fund the cash portion of the Exchange Transactions with existing cash and cash equivalents.

The Exchange Transactions are being conducted as a private placement and the shares of Common Stock to be issued in the Exchange Transactions will be issued under the exemption from the registration requirements of the Securities Act of 1933, as amended (the 'Securities Act'), afforded by Section 4(a)(2) of the Securities Act and were offered only to persons reasonably believed to be institutional 'accredited investors' within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act that are also 'qualified institutional buyers' within the meaning of Rule 144A promulgated under the Securities Act. VIAVI is relying on this exemption from registration based on the representations made by the holders of the Notes participating in the Exchange Transactions.

Other Events.

In connection with the Exchange Transactions, VIAVI anticipates entering into an accelerated share repurchase agreement to repurchase shares of VIAVI's Common Stock approximately equal to the shares issued in connection with the Exchange Transactions.