JWCA advises Viavi on an exchange of its convertible notes into common equity and cash
September 2021 | read press release
Transaction Background
In mid-2021, Viavi Solutions wanted to retire its 2 outstanding convertible bonds.
Viavi’s objectives included:
De-lever: retire the convertible to lower debt balance and interest expense
Minimize transaction and friction costs; execute as efficiently as possible
JWCA acted as Exchange Agent for the transaction and provided analysis and advice around:
Tactics around investor targeting and execution method
Balancing exchange considerations to minimize repurchase price and friction costs
Investor outreach, negotiation, and execution of exchanges
Management of capital structure through the balance of 2023 vs 2024 notes repurchased
Results
The Company executed a successful liability management transaction for its two convertible notes:
Exchanged $181.2mm of their convertible due 2024 (39% of outstanding) and $93.8mm of convertible due 2023 (42% of outstanding) for a mix of common equity and cash
Saved an estimated ~$7.3mm of cash interest over the remaining life
Minimal stock selling: nearly all of the shares delivered to investors were simply returned to the share lenders
No market risk for the Company – the transaction was conducted confidentially and executed based on the closing stock price
In connection with the Exchange Transactions, VIAVI anticipates entering into an accelerated share repurchase agreement to repurchase shares of VIAVI’s Common Stock approximately equal to the shares issued in connection with the Exchange Transactions.