VIAVI SOLUTIONS INC. Files 8-K for Material Definitive Agreement

TL;DR

VIAVI just signed a big deal, 8-K filed 8/13/25.

AI Summary

On August 13, 2025, VIAVI SOLUTIONS INC. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Chandler, Arizona, filed an 8-K report detailing this event. The filing also includes other events and financial statements and exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for VIAVI SOLUTIONS INC., which could impact its future revenue and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Numbers

• 000-22874 — SEC File Number (Identifies the specific SEC filing for VIAVI SOLUTIONS INC.)
• 94-2579683 — IRS Employer Identification Number (Tax identification number for VIAVI SOLUTIONS INC.)

Key Players & Entities

• VIAVI SOLUTIONS INC. (company) — Registrant
• August 13, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Chandler, Arizona (location) — Principal Executive Offices
• 000-22874 (filing_id) — SEC File Number
• 94-2579683 (ein) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value VIAV The Nasdaq Stock Mar
• $250 million — ursuant to which the Company will issue $250 million aggregate principal amount of its 0.625
• $100.9 million — Notes") consisting of (a) approximately $100.9 million principal amount of New Notes in exchan
• $97.5 million — New Notes in exchange for approximately $97.5 million principal amount of 2026 Notes (the "Ex
• $149.1 million — ge Transactions") and (b) approximately $149.1 million principal amount of New Notes for cash
• $152.5 million — he Exchange Transactions, approximately $152.5 million in aggregate principal amount of 2026 N
• $30 million — any expects to repurchase approximately $30 million of shares of its common stock under the
• $11 — al intermediary at a price per share of $11.03, which is equal to the last reported
• $25 million — tions intends to purchase approximately $25 million of shares of the Company's common stock

Filing Documents

• ny20053306x2_8k.htm (8-K) — 34KB
• ny20053306x2_ex10-1.htm (EX-10.1) — 168KB
• ny20053306x2_ex10-2.htm (EX-10.2) — 133KB
• ny20053306x2_ex99-1.htm (EX-99.1) — 17KB
• ny20053306x2_ex99-1logo01.jpg (GRAPHIC) — 54KB
• 0001140361-25-031023.txt ( ) — 615KB
• viav-20250813.xsd (EX-101.SCH) — 4KB
• viav-20250813_lab.xml (EX-101.LAB) — 21KB
• viav-20250813_pre.xml (EX-101.PRE) — 16KB
• ny20053306x2_8k_htm.xml (XML) — 4KB

01

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.

01

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.

Financial Statements and Exhibits

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

View Full Filing

View this 8-K filing on SEC EDGAR