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Current Report · Items 1.01, 3.02, 9.01 · 8-K

Viavi Solutions Inc.

VIAVNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities

Item 1.01 Entry into a Material Definitive Agreement. 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”).…

Filed Dec 16, 2025Accepted Dec 16, 2025, 2:12 AM ESTCIK 912093Accession 0001140361-25-045595
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Company context

VIAVI (NASDAQ: VIAV) is a global leader in test and measurement and optical technologies. Our test and measurement, and resilient position, navigation and timing solutions enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications. In addition, we develop and advance technologies used in high-volume optical applications across anti-counterfeiting, consumer electronics, aerospace, industrial and automotive end markets.

Current securities

Recent company filings

  1. 144 filingSep 23, 2026
  2. 144 filingSep 11, 2026
  3. 144 filingAug 31, 2026
  4. 144 filingAug 31, 2026
  5. 4 filingAug 31, 2026

Disclosure sections

Items 1.01, 3.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. 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”). The Transaction Participants are institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). 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. Immediately following the Exchange, approximately $49.037 million in aggregate principal amount of the 2026 Notes will remain outstanding. The Company will not receive any cash proceeds from the Exchange. The Shares are expected to be issued to the Transaction Participants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Transaction Participants in the Exchange Agreements.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) ef20061280_ex99-1.htm

EX-99.1 3 ef20061280_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE VIAVI Announces Share Exchange for $103.463 Million Aggregate Principal Amount of its 1.625% Convertible Senior Notes Due 2026 Chandler, Arizona, December 16, 2025 - (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 exe…

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