The Firm is representing affiliates of Silver Lake in their announced investment in Viavi Solutions Inc. (“Viavi”) (NASDAQ: VIAV). Affiliates of Silver Lake will purchase $400 million of 4.00% / 4.50% Convertible Senior PIK Toggle Notes. Proceeds from Silver Lake’s investment will be used, together with proceeds from certain revolving and term loan facilities of Viavi, to finance Viavi’s acquisition of Spirent Communications plc (“Spirent”), which is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Silver Lake’s investment is subject to customary closing conditions and is expected to close on or around the effective date of the acquisition of Spirent.
Viavi is a global provider of network test, monitoring, and assurance solutions for telecommunications, cloud, enterprises, first responders, military, aerospace and railway. Viavi is also a leader in light management technologies for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive, government and aerospace applications. Spirent is a global provider of automated test and assurance solutions for networks, cybersecurity and positioning. Spirent provides products, services and managed solutions that address the test, assurance and automation challenges of technologies, including 5G, software-defined wide area networks (SD-WAN), cloud and autonomous vehicles.
The Simpson Thacher team includes Ken Wallach, Hui Lin, Jessica Asrat, Anna Jarman and Albert Murzakhanov (Capital Markets); Lia Toback and Sunny Cheong (Convertible Notes); Ben Spiers, Andrew Bechtel, Tory Hansen and Emma Lynam (U.K. Corporate); Jonathan Lindabury, Jennifer Levitt and Mimi Cheng (U.S. Banking and Credit); Russell Light and Edward Grais (Tax); Lori Lesser and Rachelle Broida (Intellectual Property); Tristan Brown (Executive Compensation and Employee Benefits); Jennifer Nadborny (Public Company Advisory Practice); Mark Skerry, Claire DiMario, Liam Murray and Michael Kalinin (Foreign Direct Investment); Peter Guryan, Étienne Renaudeau, Kelly Karapetyan, James Goldfeier, Luke Cowdell, Henry Llewellyn and Lara Fishbane (Antitrust); and Jonathan Karen, Jordan Cross, Demetrius D. Baefsky and Emily Singley (Private Funds). Adriana Estor-Restrepo provided valuable assistance.