JWCA acts as sole placement agent for VIAVI Solutions on its $250 million overnight convertible exchange, new issuance, and share repurchase
August 2025 | read press release
Transaction Background
VIAVI Solutions (“VIAVI” or the “Company”) was interested in opportunistically issuing new convertible debt to proactively address the upcoming maturity of its outstanding convertible due 2026
The Company took advantage of strong underlying convertible market conditions to successfully execute its overnight convertible bond issuance
VIAVI’s objectives included:
Opportunistically exchange a portion of 2026 convertible notes at a minimal premium to par value to manage their capital structure and enhance execution
Raise capital to repay remaining amount of 2026 notes at maturity
Execute overnight without the stock price impact from a new 144A marketed convertible
Minimize transaction and friction costs while also achieving competitive new issue terms
JWCA acted as sole placement agent for the exchange and new issuance, providing the following support for the Company:
Advised on financing tactics, structure and investor targeting to drive Company-friendly terms
Led outreach and execution of convertible placement and exchange with investors
Capital structure, liquidity considerations and liability management of existing notes
Assisted the Company with economic analyses of alternatives and accounting review
Results
The Company issued $250mm in new convertible notes due 2031 at highly attractive terms on an overnight basis in a private placement with existing and new investors
VIAVI successfully exchanged ~$98mm (~39%) of 2026 convertible notes into new 2031 convertible notes and raised ~$149mm in gross proceeds to address remaining 2026 notes at maturity
The Company exchanged outstanding 2026 convertible notes for new 2031 convertible notes at a first-ever 2-point discount to the then-current bond trading price
Avoided stock price risk, as the transaction was executed overnight after a confidential marketing process with existing and new convertible investors
Concurrently, VIAVI was also able to retire $30mm of stock overnight to mitigate dilution & enhance execution of the transaction. J. Wood Capital supported the transaction and purchased $25mm of stock alongside the Company
This is JWCA’s fourth advisory assignment for the Company after advising VIAVI on previous convertible exchange transactions