VIAVI Solutions Inc. Reports Unregistered Equity Sale
Ticker: VIAV · Form: 8-K · Filed: Aug 19, 2025 · CIK: 912093
| Field | Detail |
|---|---|
| Company | Viavi Solutions Inc. (VIAV) |
| Form Type | 8-K |
| Filed Date | Aug 19, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.001, $250 million, $100.9 million, $97.5 million, $149.1 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, unregistered-securities, sec-filing
Related Tickers: VIAV
TL;DR
VIAVI sold unregistered equity. Details filed 8/19.
AI Summary
VIAVI Solutions Inc. reported an unregistered sale of equity securities on August 13, 2025. The filing, made on August 19, 2025, details the specifics of this equity transaction under the 1934 Act.
Why It Matters
This filing indicates a transaction involving the company's equity that was not registered with the SEC, which could have implications for investors and regulatory compliance.
Risk Assessment
Risk Level: medium — Unregistered sales of equity can sometimes indicate unusual circumstances or potential regulatory scrutiny.
Key Numbers
- 000-22874 — SEC File Number (Identifies the company's filing history with the SEC.)
Key Players & Entities
- VIAVI SOLUTIONS INC. (company) — Registrant
- August 13, 2025 (date) — Date of earliest event reported
- August 19, 2025 (date) — Date of report
- 1445 South Spectrum Blvd , Suite 102 Chandler , Arizona 85286 (address) — Principal executive offices
- 000-22874 (company_id) — SEC file number
FAQ
What type of equity securities were sold?
The filing does not specify the exact type of equity securities sold, only that it was an unregistered sale of equity securities.
What was the reason for the unregistered sale of equity?
The filing does not provide the specific reason for the unregistered sale of equity securities.
Were there any specific dollar amounts associated with this unregistered equity sale?
The filing does not disclose specific dollar amounts related to the unregistered sale of equity securities.
Who was involved in this unregistered equity transaction?
The filing identifies VIAVI SOLUTIONS INC. as the registrant, but does not name other specific parties involved in the transaction.
What are the implications of an unregistered sale of equity securities?
Unregistered sales of equity securities are typically subject to specific exemptions under securities laws and may have reporting requirements or restrictions.
Filing Stats: 920 words · 4 min read · ~3 pages · Grade level 14.1 · Accepted 2025-08-19 16:14:59
Key Financial Figures
- $0.001 — registered Common Stock, par value of $0.001 per share 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
- $149.1 m — scription Transactions of approximately $149.1 million, excluding fees and expenses paya
- $1,000 — eding December 1, 2030, in multiples of $1,000 principal amount, at the option of the
- $13.79 — itial conversion price of approximately $13.79 per share of the Company's common stock
- $11.03 — n premium based on the closing price of $11.03 per share of the Company's common stock
Filing Documents
- ny20053306x4_8k.htm (8-K) — 23KB
- 0001140361-25-031900.txt ( ) — 149KB
- viav-20250813.xsd (EX-101.SCH) — 4KB
- viav-20250813_lab.xml (EX-101.LAB) — 21KB
- viav-20250813_pre.xml (EX-101.PRE) — 16KB
- ny20053306x4_8k_htm.xml (XML) — 4KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. As previously reported, 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 (the "Securities Act"), and the rules and regulations thereunder. The New Notes were offered in the Transactions to investors who represented that they are institutional "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act and "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the New Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. The offer and sale of the New Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, the New Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In exchange for issuin