VIAVI SOLUTIONS INC. 8-K

What Happened

• Viavi Solutions Inc. announced on May 19, 2026 that it entered into an underwriting agreement with Stifel and Needham for a public offering of 11,111,111 shares of common stock at $45.00 per share. The underwriters had a 30-day option for an additional 1,666,666 shares, which they exercised in full on May 20, 2026.
• Net proceeds from the offering, including the exercised option, are approximately $557.2 million after underwriting discounts, commissions and estimated expenses. Viavi intends to use the proceeds to repay the $450 million principal amount of its 7-year term loan facility entered in March 2025, with any excess for working capital or other general corporate purposes. The company and its executive officers and directors agreed to customary 60‑day lock-up restrictions.

Key Details

• Offered shares: 11,111,111 shares at $45.00 per share; option exercised for 1,666,666 additional shares (total issued = 12,777,777).
• Net proceeds: ~ $557.2 million (after underwriting discounts/commissions and expenses).
• Use of proceeds: repay $450 million aggregate principal of the 7-year term loan (March 2025); excess for working capital/general corporate purposes.
• Underwriters/filing: Agreement with Stifel, Nicolaus & Company and Needham & Company; offering made under existing automatic shelf registration (Form S-3) and final prospectus supplement filed May 20, 2026.

Why It Matters

• The offering provides Viavi with immediate cash proceeds to pay down a substantial portion of its outstanding term loan, which should reduce outstanding debt levels and related financing risk.
• Issuing 12,777,777 new shares is dilutive to existing shareholders because it increases the company’s share count; insiders are subject to a 60‑day lock-up limiting near‑term share sales.
• Investors should weigh the balance-sheet benefit of debt repayment against the dilution from the new shares when assessing the company’s capital structure and future earnings per share impact.