UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 27, 2017
VIAVI SOLUTIONS INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-22874 | 94-2579683 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 430 North McCarthy Boulevard, Milpitas, CA | 95035 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (408) 404-3600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On February 27, 2017, Viavi Solutions Inc. (the “Company”) issued a press release announcing, among other things, that it intends to offer, subject to market conditions and other factors, $400 million aggregate principal amount of Senior Convertible Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also announced that it 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 either concurrently with the offering or in the future, as well as for general corporate purposes. In addition, the Company announced that it intends to use up to $75 million of the net proceeds from the offering to repurchase shares of its common stock pursuant to its existing stock repurchase program. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release of Viavi Solutions Inc. issued on February 27, 2017. | |
SIGNATURES
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.
Date: February 27, 2017
| VIAVI SOLUTIONS INC. | ||
| By: | /s/ Amar Maletira | |
| Name: | Amar Maletira | |
| Title: | Chief Financial Officer | |
| (Duly Authorized Officer and Principal Financial and Accounting Officer) | ||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release of Viavi Solutions Inc. issued on February 27, 2017. | |
Exhibit 99.1
News Release
VIAVI SOLUTIONS INC. ANNOUNCES PROPOSED $400 MILLION OF SENIOR
CONVERTIBLE NOTES AND COMMON STOCK REPURCHASE
MILPITAS, Calif., February 27, 2017 — (NASDAQ: VIAV) Viavi Solutions Inc. (“Viavi”) today announced that it plans to offer, subject to market and other conditions, up to $400 million aggregate principal amount of its Senior Convertible Notes due 2024 (the “Notes”) through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Viavi expects to grant the initial purchasers a 30-day over-allotment option to purchase up to an additional $60 million aggregate principal amount of additional Notes, exercisable for 30 days after the pricing date of the Notes offering.
The interest rate, initial conversion rate and other terms of the Notes will be determined by negotiations between Viavi and the initial purchasers of the Notes. In certain circumstances and during certain periods, the Notes may be converted at the option of holders into cash up to their principal amount, and into shares of Viavi’s common stock, cash or a combination thereof at Viavi’s election for the conversion value above the principal amount, if any.
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 either concurrently with the offering or in the future, as well as for general corporate purposes. In addition, Viavi intends to use up to $75 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 would 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, as amended, 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
Source: Viavi