JWCA acts as exchange agent for Viavi Solutions on its $225 million convertible bond exchange and new issuance

Transaction Background

JWCA was hired by Viavi Solutions to advise on a refinancing of its convertible due 2033, along with new capital raise

The 2033 Convertible had a put / call in August 2018, and because the Company’s stock price was lower than the conversion price, the Company wanted to avoid the potential for a large cash obligation
Viavi had been repurchasing its convertible due 2033 opportunistically; however, the Company preferred to preserve cash for strategic opportunities, and wanted to retire the 2033 Convertible as efficiently as possible
JWCA worked closely with the Company to evaluate its refinancing alternatives related to the 2033 Convertible, including the Company’s various execution alternatives (public new issuance, private exchange, etc.)
Designed the private wall-cross and exchange strategy to avoid stock price risk and achieve best terms possible, in light of
- Timing of exchange vs VIAV stock price
- Supply/demand dynamics in primary market
- Company open windows
Assisted the team with documentation, accounting, tax review, and settlement
Provided advice, support and analysis during the execution
JWCA also invested nearly $5mm on an outright basis

Results

Company issued $225mm in a new convertible, with $152mm exchanged from existing investors and $69mm from new capital to drive tighter pricing
Avoided stock price risk, as we executed as an overnight after the wall-cross
- Technology new issuance totaled over $4.1bn in two weeks leading up to deal
- Achieved better terms than Envestnet, a comparable technology company with the same market cap and similar technicals who executed the same convertible structure on the same execution day:
  - Viavi: 1.75% up 37.5%, 0% stock price decline
  - Envestnet: 2.75% up 30.0%, (5%) stock price decline