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