VIAVI Solutions Inc. Enters Credit Facility Agreement

TL;DR

VIAVI just signed a new credit deal and sold some stock. Watch for financing changes.

AI Summary

On March 4, 2024, VIAVI Solutions Inc. entered into a Material Definitive Agreement related to a credit facility. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. This filing indicates ongoing financial activities and potential equity issuances by VIAVI Solutions Inc.

Why It Matters

This filing signals VIAVI Solutions Inc.'s engagement in new financing arrangements and potential equity transactions, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, suggesting significant financial maneuvers that carry inherent risks.

Key Players & Entities

• VIAVI SOLUTIONS INC. (company) — Registrant
• March 4, 2024 (date) — Date of earliest event reported
• March 5, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value of $0.001 per share VIAV The Nasdaq Stock Mar
• $400 million — te Investment Agreement") in respect of $400 million aggregate principal amount of unsecured
• $1,277 million — ares of Spirent of 1,005 million, or US $1,277 million based on the GBP/USD exchange rate on M
• $800 million — erein, to provide to the Company (i) an $800 million senior secured 7-year term loan facilit
• $300 million — facility (the "Term Facility"), (ii) a $300 million senior secured cash flow term loan faci
• $100 million — ity (the "Cash Flow Facility"), (iii) a $100 million senior secured revolving facility (the
• $1.1 billion — (iv) interim facilities consisting of a $1.1 billion interim term loan facility and a $100 m
• $1,000 — hares of the Company's common stock per $1,000 principal amount of the Notes (which is
• $10.22 — itial conversion price of approximately $10.22 per share representing an approximate 5
• $9.73 — n premium based on the closing price of $9.73 per share of the Company's common stock

Filing Documents

• ny20023240x1_8k.htm (8-K) — 69KB
• ny20023240x1_ex2-1.htm (EX-2.1) — 703KB
• ny20023240x1_ex2-2.htm (EX-2.2) — 361KB
• ny20023240x1_ex10-1.htm (EX-10.1) — 137KB
• ny20023240x1_ex10-2.htm (EX-10.2) — 2146KB
• ny20023240x1_ex10-3.htm (EX-10.3) — 1260KB
• ny20023240x1_ex99-1.htm (EX-99.1) — 62KB
• ny20023240x1ex2-2_image01.jpg (GRAPHIC) — 3KB
• ny20023240x1ex10-1_image01.jpg (GRAPHIC) — 1KB
• ny20023240x1ex10-2_image01.jpg (GRAPHIC) — 3KB
• ny20023240x1ex10-2_image02.jpg (GRAPHIC) — 2KB
• ny20023240x1ex10-2_image03.jpg (GRAPHIC) — 7KB
• ny20023240x1ex10-2_image04.jpg (GRAPHIC) — 6KB
• 0001140361-24-011447.txt ( ) — 5598KB
• viav-20240304.xsd (EX-101.SCH) — 4KB
• viav-20240304_lab.xml (EX-101.LAB) — 21KB
• viav-20240304_pre.xml (EX-101.PRE) — 16KB
• ny20023240x1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On March 5, 2024, Viavi Solutions Inc., a Delaware corporation (the "Company"), issued an announcement (the "Rule 2.7 Announcement") pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the "Code"), disclosing that the Company and the board of directors of Spirent Communications plc, a company incorporated in England and Wales ("Spirent"), had reached an agreement on the terms of a recommended cash acquisition by Viavi Solutions Acquisitions Limited, a company incorporated in England and Wales and a wholly-owned subsidiary of the Company ("Bidco"), of the entire issued and to be issued ordinary share capital of Spirent (the "Acquisition"). In connection with the Acquisition, (i) the Company, Spirent and Bidco entered into a Co-operation Agreement, dated as of March 5, 2024 (the "Co-operation Agreement"), (ii) the Company and certain financial institutions party thereto entered into a commitment letter, dated as of March 4, 2024 (including all exhibits, annexes and schedules thereto, the "Commitment Letter") pursuant to which such financial institutions have committed, on terms and subject to the conditions described therein, to provide certain revolving and term loan facilities to the Company, and (iii) the Company and certain affiliates of Silver Lake named therein entered into an Investment Agreement, dated as of March 5, 2024 (the "Convertible Note Investment Agreement") in respect of $400 million aggregate principal amount of unsecured 4.00% / 4.50% Convertible Senior PIK Toggle Notes (with a maturity date to be 7.5 years from the date of issuance) (the "Notes"). In addition, the Company and certain financial institutions named therein, among others, entered into an interim facilities agreement (substantially in the form of interim facilities agreement attached to the Commitment Letter) dated March 4, 2024 (the "Interim Facilities Agreement") in respect of certain revolving and term loan fac

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information related to the Commitment Letter, Interim Facilities and Convertible Note Investment Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

02

Item 3.02. Unregistered Sale of Equity Securities. The information related to the issuance of the Notes contained in Item 1.01 under "Convertible Note Investment Agreement" of this Current Report on Form 8-K is incorporated by reference. The Company intends to offer and sell the Notes and the shares, if any, issuable upon conversion of the Notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, based in part on representations made by the Purchasers in the Convertible Note Investment Agreement.

01

Item 8.01. Other Events. On March 5, 2024, the Company issued a press release announcing the terms of the Acquisition. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Notice to Shareholders Regarding UK Disclosure Requirements The Company directs the attention of its shareholders to certain disclosure requirements applicable to the Acquisition. The relevant disclosure requirements are set out in Rule 8 of the Code, which is published and administered by the Panel. In particular, Rule 8.3 of the Code requires that any person who is interested (directly and indirectly) in 1% or more of any class of relevant securities of any party to the offer period must make (a) an "Opening Position Disclosure" and (b) a "Dealing Disclosure" if they deal in any relevant security of any party to the offer during the offer period. Spirent's ordinary shares are relevant securities for the purposes of this offer period. Further information about the Panel's disclosure regime is available at: http://www.thetakeoverpanel.org.uk/disclosure . If a Company shareholder has any questions on these disclosure requirements, the Panel's Market Surveillance Unit can be contacted on +44 (0)20 7638 0129. Further Information; No Offer or Solicitation The information contained in this Current Report on Form 8-K is not intended to and does not constitute or form part of an offer to sell or subscribe for or the solicitation of an offer to buy or subscribe for, sell or solicit any securities or any proxy, vote or approval in connection with the Acquisition or otherwise , nor shall there be any sale, issuance, subscription or transfer of securities in any jurisdiction in contravention of the laws of any such jurisdiction. It is intended that the Acquisition will be implemented by way of the Scheme document to be published by Spirent in due course. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the i

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title or Description 2.1 Rule 2.7 Announcement 2.2 Co-operation Agreement 10.1 Form of Irrevocable Undertaking 10.2 Commitment Letter 10.3 Investment Agreement by and among the Company, SLP VII CM Victor Holdings, L.P. and SLA II CM Victor Holdings, L.P., dated as of March 5, 2024 99.1 Press Release dated March 5, 2024 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL 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. Date: March 5, 2024 By: /s/ ILAN DASKAL ILAN DASKAL Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR