JWCA advises VIAVI Solutions on its $600 million Term Loan B to fund the acquisition of Spirent Communications plc's high speed ethernet and network security business lines

October 2025 | read press release

Transaction Background

VIAVI Solutions (“VIAVI” or “the Company”) required committed capital to finance the acquisition of Spirent Communications plc's high speed ethernet and network security business lines. To fund the acquisition and provide balance sheet flexibility, the Company received commitments for and raised a $600mm Term Loan B.  The Company also put in place an amended $200mm asset-based revolving credit facility to supplement liquidity and fund working capital needs

VIAVI engaged JWCA to help negotiate with the banks providing the commitment, advise on the deal structure, optimize financing terms and economics, and support transaction execution

VIAVI’s objectives included:

  • Secure committed capital to ensure certainty of acquisition execution

  • Obtain covenant-lite financing with flexibility around prepayments, incremental facilities, future M&A, lowest cost and other key provisions consistent with best-market terms

  • Achieve favorable commitment and take-out fees and pricing terms (interest cost and OID) to minimize upfront costs and ongoing expenses

JWCA advised on the process, structure, terms and supported the full execution, including:

  • Structured and negotiated terms of the commitment to ensure they are fair, competitive, and consistent with prevailing best-market standards

  • Proposed Company-friendly terms within the commitment papers and credit agreement to allow for operational, strategic and financial flexibility

  • Consulted on marketing, communications and execution timing

  • Advised on the Term Loan B launch strategy to generate momentum and support successful syndication

  • Helped the Company push the lead bank in the areas where VIAVI sought greater flexibility to meet its strategic objectives

JWCA worked closely with counsels to facilitate a smooth and timely process of drafting the commitment papers and subsequently the credit agreement and ancillary documents

JWCA provided advice, support and analysis throughout the execution process

Results

VIAVI’s Term Loan B was very well received by investors:

  • The transaction was oversubscribed, reflecting strong investor interest and demand in the offering, enabling banks to allocate the full $600mm of loans

  • The SOFR + 250 interest cost represented the low end of the marketed range and the 99.75 OID was better than the marketed range

JWCA supported VIAVI on the entirety of the financing execution, ensuring a high-quality outcome