Item 3.02. Unregistered Sale of
On
The Exchange Transactions are expected to close on or about
VIAVI will not receive any cash proceeds from the Exchange Transactions. In exchange for delivering and paying the shares of VIAVI's Common Stock and cash under the Exchange Transactions, VIAVI will receive and cancel the exchanged Notes. VIAVI will fund the cash portion of the Exchange Transactions with existing cash and cash equivalents.
The Exchange Transactions are being conducted as a private placement and the shares of Common Stock to be issued in the Exchange Transactions will be issued under the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), afforded by Section 4(a)(2) of the Securities Act and were offered only to persons reasonably believed to be institutional "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act that are also "qualified institutional buyers" within the meaning of Rule 144A promulgated under the Securities Act. VIAVI is relying on this exemption from registration based on the representations made by the holders of the Notes participating in the Exchange Transactions. Item 8.01. Other Events. In connection with the Exchange Transactions, VIAVI anticipates entering into an accelerated share repurchase agreement to repurchase shares of VIAVI's Common Stock approximately equal to the shares issued in connection with the Exchange Transactions.
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