JWCA acts as sole placement agent for Viavi Solutions on its $250 million convertible exchange & concurrent share repurchase
march 2023 | read press release
Transaction Background
Viavi Solutions was interested in refinancing the maturity of its 2024 convertible, which was trading slightly above par
VIAV’s objectives were:
Achieve a 2-year maturity extension to 2026 for a portion of its $224mm convertible notes outstanding due 2024 at similar transaction terms (coupon and conversion price)
Execute overnight without the stock price impact from a new 144A marketed convertible
Minimize transaction and friction costs; execute as efficiently as possible
Execute a small share buyback to help with the execution and offset potential future dilution
JWCA acted as sole placement agent for the exchange and new issuance, providing the following support for the Company:
Advised on execution tactics and investor targeting to drive Company-friendly terms
Led the outreach and placement of overall transaction with existing and new convertible investors
Structured a concurrent share repurchase to help mitigate dilution
Assisted the company with economic analysis of convertible economics, accounting and tax
Results
VIAV issued $250mm in a new convertible due 2026 at attractive terms (1.625% coupon and 22.5% conversion premium) overnight in a private placement with existing and new investors
Viavi was able to retire $128mm (57%) of its outstanding 2024 convertible notes and issued an incremental $118mm of new convertible notes
Incremental proceeds allows the company to continue to pay down near term maturities and bolsters cash for GCP
Concurrently, Viavi was also able to retire $30mm of stock overnight with no premium