JWCA acts as Exchange Agent for VIAVI Solutions on the equitization of ~$103mm of its convertible notes

December 2025 | read press release

Transaction Background

In December 2025, JWCA acted as Exchange Agent for VIAVI Solutions (“VIAVI” or “the Company”) on the overnight exchange of ~$103.5mm (~68%) of its outstanding 2026 convertible notes into common stock

This closely followed JWCA acting as Placement Agent for VIAVI in August 2025 on ~$98mm (~39%) of the 2026 convertible notes into new 2031 convertible notes.  That debt-for-debt exchange also raised an additional ~$149mm in proceeds to add cash to VIAVI’s balance sheet to address the remaining 2026 notes outstanding at their maturity

VIAVI’s stock is up ~65% since executing the debt-for-debt exchange in August 2025. VIAVI’s equity momentum enabled the Company to efficiently exchange 2026 convertible notes for equity, freeing up a portion of the ~$149mm in cash raised in August 2025 and facilitating the Company’s plan to prepay outstanding higher cost term loan debt, thereby reducing leverage

VIAVI’s objectives included:

  • De-lever: Retire a portion of the remaining 2026 convertible with equity to lower debt balance

  • Use stock as the consideration to help facilitate the company’s plan to prepay, over the next twelve months, at least $100mm of the outstanding $600mm Term Loan B facility

  • Minimize transaction and friction costs; execute as efficiently as possible

JWCA acted as Exchange Agent for the transaction and provided the following support for the Company:

  • Provided analysis and advice around tactics related to investor targeting and engagement

  • Balancing exchange considerations to minimize equitization price and friction costs

  • Led the investor outreach, negotiation, and execution of exchanges

Results

The Company successfully de-levered by delivering shares of its stock to retire a portion of the 2026 convertible:

  • Exchanged ~$103mm of 2026 convertible notes (~68% of outstanding) for ~7.9mm shares

  • Minimal transaction cost: the value delivered to investors represented a very small premium to the value of the underlying shares

  • Confidential execution: the transaction was negotiated privately with a small group of holders, and the Company knew the economic terms prior to executing the transaction

This is JWCA’s sixth advisory assignment for VIAVI having advised the Company on previous convertible exchange transactions and its $600mm Term Loan B facility