Core Viewpoint - Viavi Solutions Inc. has entered into agreements to issue $250 million of new senior convertible notes, replacing some of its existing notes and raising cash for debt repayment [1][3]. Group 1: Transaction Details - The company will issue approximately $100.9 million of new notes in exchange for about $97.5 million of its existing 1.625% Senior Convertible Notes due 2026, and will raise approximately $149.1 million in cash through subscription transactions [1][3]. - After the exchange, approximately $152.5 million of the 2026 Notes will remain outstanding with unchanged terms [1]. - The transactions are expected to close around August 20, 2025, subject to customary conditions [1]. Group 2: Financial Implications - The gross cash proceeds from the subscription transactions are estimated to be around $149.1 million, which will be used to repay a portion of the 2026 Notes due at maturity [3]. - The company plans to repurchase approximately $30 million of its common stock at a price of $11.03 per share, which is the last reported sale price on August 13, 2025 [4]. Group 3: New Notes Characteristics - The new notes will have a 0.625% annual interest rate, maturing on March 1, 2031, and will be convertible into cash or common stock under certain conditions [5]. - The initial conversion rate is set at 72.5295 shares per $1,000 principal amount, representing a conversion price of approximately $13.79 per share, which is a 25% premium over the common stock's closing price on August 13, 2025 [5]. - The company may redeem the new notes for cash starting September 6, 2028, under specific conditions [5]. Group 4: Investor Considerations - The new notes are offered only to institutional accredited investors and qualified institutional buyers, and have not been registered under the Securities Act [7]. - The placement agent for the transactions intends to purchase approximately $25 million of the company's common stock at a discount of about 5% to the last reported sale price [6].