MILPITAS, Calif., Feb. 28, 2017 /PRNewswire/ -- (NASDAQ: VIAV)
Viavi Solutions Inc. ("Viavi") today announced that on February 27, 2017, it priced $400 million aggregate principal amount of its
1.00% Senior Convertible Notes due 2024 (the "Notes") in a private
offering to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). Viavi has granted the initial purchasers a
30-day over-allotment option to purchase up to an additional
$60 million aggregate principal
amount of the Notes. The sale of the Notes is expected to close on
March 3, 2017, subject to customary
closing conditions.
When issued:
- The Notes will represent senior unsecured obligations of Viavi
and pay interest semiannually in arrears on March 1 and September
1 of each year, commencing on September 1, 2017, at a rate of 1.00% per
annum;
- The Notes will mature on March 1,
2024, unless earlier converted or repurchased; and
- The Notes will be convertible at the option of holders in
certain circumstances and during certain periods into cash up to
their principal amount, and into cash, shares of Viavi's common
stock or a combination of cash and Viavi's common stock at Viavi's
election for the conversion value above the principal amount.
The initial conversion rate is 75.6229 shares of Viavi's common
stock per $1,000 principal amount of
the Notes, which is equivalent to an initial conversion price of
approximately $13.22 per share and
will be subject to customary anti-dilution adjustments. This
represents an approximately 32.5% conversion premium over the
closing price of $9.98 of Viavi's
common stock on February 27,
2017.
Viavi estimates that net proceeds from the offering will be
approximately $392.2 million, or
approximately $451.2 million if the
initial purchasers exercise their over-allotment option to purchase
additional Notes in full, after deducting the initial purchasers'
discounts and estimated offering expenses. Viavi intends to use net
proceeds from the offering for refinancing, together with its cash
on hand, its outstanding 0.625% Senior Convertible Notes due 2033
(the "2033 Notes"), including opportunistically repurchasing 2033
Notes in the future, as well as for general corporate
purposes. In addition, Viavi is using $50 million of the net proceeds from the offering
to repurchase shares of its common stock pursuant to its existing
stock repurchase program. The repurchase of common stock will
occur concurrently with the offering in privately negotiated
transactions with institutional investors through one or more of
the initial purchasers of the Notes or their respective affiliates
as Viavi's agent.
The Notes and any of Viavi's common stock issuable upon
conversion of the Notes have not been registered under the
Securities Act or under any state securities laws, and may not be
offered or sold without registration under, or an applicable
exemption from, the registration requirements. This announcement
does not constitute an offer to sell, nor is it a solicitation of
an offer to buy, these securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any state or any
jurisdiction. Any offer, if at all, will be made only pursuant to
Rule 144A under the Securities Act.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934. These
statements involve risks and uncertainties that could cause actual
results to differ materially from those projected. Such statements
may include, without limitation, statements regarding: (i) the
ability to complete the offering and (ii) the use of proceeds
described above, including Viavi's intent to repurchase shares of
Viavi's common stock on terms advantageous to Viavi and intent to
refinance its 2033 Notes. These forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied, including, without limitation, the
following: (i) general market conditions, including market
factors affecting the price of bonds and equity securities, (ii)
the amount of cash generated from the business, (iii) the
level of demand for and price of shares of Viavi's common stock
available for the share repurchase, (iv) prevailing interest
rates and (v) the existence of alternative uses for Viavi's
cash.
For more information on these and other risks affecting Viavi's
business and any forward-looking statements, please refer to the
"Risk Factors" section included in Part I, Item 1A of
Viavi's Annual Report on Form 10-K for the year ended
July 2, 2016 filed with the
Securities and Exchange Commission on August
30, 2016. The forward-looking statements contained in this
news release are made as of the date hereof and Viavi does not
assume any obligation to update such statements.
About Viavi Solutions
Viavi (NASDAQ: VIAV) is a global provider of network test,
monitoring and assurance solutions to communications service
providers, enterprises and their ecosystems, supported by a
worldwide channel community including Viavi Velocity Solution
Partners. We deliver end-to-end visibility across physical, virtual
and hybrid networks, enabling customers to optimize connectivity,
quality of experience and profitability. Viavi is also a leader in
high performance thin film optical coatings, providing light
management solutions to anti-counterfeiting, consumer electronics,
automotive, defense and instrumentation markets. Learn more about
Viavi at www.viavisolutions.com. Follow us on Viavi Perspectives,
LinkedIn, Twitter, YouTube and Facebook.
Investors Contact: Bill Ong, 408-404-4512;
bill.ong@viavisolutions.com
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SOURCE Viavi