8-K
Viavi Solutions Inc. (VIAV)
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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): September 23, 2021
VIAVI SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-22874 | 94-2579683 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation or organization) | (Commission file number) | (I.R.S. Employer<br><br> <br>Identification Number) |
7047 E Greenway Pkwy Suite 250, Scottsdale, Arizona 85254
(Address of principal executive offices and zip code)
(408) 404-3600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of the exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | VIAV | The Nasdaq Stock Market LLC |
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:
| ☐ | 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)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 23, 2021, Viavi Solutions Inc. (the “Company”) announced that is offering $400 million aggregate principal amount of Senior Notes due 2029 in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”), subject to market and other customary conditions. In connection with the Offering, the Company disclosed to prospective investors that it is seeking to enter into a new asset-based credit agreement (the “Asset-Based Credit Agreement”) that is anticipated to provide for a $300 million five-year senior secured revolving credit facility, including sub-limits with respect to certain Canadian and UK subsidiaries and for borrowings in Canadian dollars and Pounds Sterling and a sub-facility with respect to certain German subsidiaries, subject to borrowing base availability. In addition, the Company anticipates that the Asset-Based Credit Agreement would provide for an option to increase, subject to certain conditions, the aggregate amount of such facility by $100 million. In connection with the entry into the Asset-Based Credit Agreement, the Company intends to terminate its existing Credit Agreement, which provides for a $300 million senior secured revolving credit facility. The entry into the Asset-Based Credit Agreement is not conditioned upon the issuance of the notes in the Offering and the issuance of the notes in the Offering is not conditioned upon the entry into the Asset-Based Credit Agreement. The Company expects the execution of the Asset-Based Credit Agreement to occur in October 2021; however, the Company can provide no assurance as to whether the Asset-Based Credit Agreement will be consummated or the terms and conditions thereof. No commitments have been made by any lender to enter into the Asset Based Credit Agreement.
The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
|---|
A copy of the press release announcing the Offering is filed as Exhibit 99.1 to this Current Report and incorporated by reference herein.
FORWARD-LOOKING STATEMENTS
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding the Company’s current expectations regarding the transactions described in this Current Report, and can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the “Risk Factors” section included in the Company’s Annual Report on Form 10-K filed August 23, 2021, which was filed with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report are made as of the date thereof and the Company assumes no obligation to update such statements.
| Item 9.01 | Financial Statements and Exhibits. | |
|---|---|---|
| (d) | Exhibits: | |
| --- | --- | --- |
| 99.1 | Press Release dated September 23, 2021 announcing the Offering. | |
| 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/ Henk Derksen |
| Name: | Henk Derksen |
| Title: | Executive Vice President and Chief Financial Officer |
September 23, 2021
Exhibit 99.1
VIAVI Announces Offering of $400 Million in Senior Unsecured Notes Due 2029
Scottsdale, Arizona, September 23, 2021 – (NASDAQ: VIAV) Viavi Solutions Inc. (“VIAVI” or the “Company”) today announced that it intends to offer, subject to market and other conditions, $400 million aggregate principal amount of senior unsecured notes due 2029 (the “Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be senior unsecured obligations of the Company and will be guaranteed by the domestic restricted subsidiaries of the Company that guarantee the Company’s obligations under its existing credit facility, except for certain immaterial subsidiaries. The interest rate and certain other terms of the Notes will be determined at the time of the pricing of the offering.
The Company expects to use the net proceeds from the sale of the Notes for general corporate purposes and to pay transaction related fees and expenses.
The exact timing and terms of the offering will depend on market conditions and other factors.
The Notes have not been and are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the securities will be made only by means of a private offering memorandum.
About VIAVI Solutions
VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions for communications service providers, enterprises, network equipment manufacturers, government and avionics. We help these customers harness the power of instruments, automation, intelligence and virtualization to Command
the network. VIAVI is also a leader in light management solutions for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive, and defense applications.
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. Forward-looking statements include statements regarding the Company’s current expectations regarding the transactions described in this press release and the anticipated use of proceeds therefrom, and can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the “Risk Factors” section included in the Company’s Annual Report on Form 10-K filed August 23, 2021, which was filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements.
Investors Contact: Bill Ong, 408-404-4512; bill.ong@viavisolutions.com
Source: VIAVI Financials