VIAVI Solutions Inc’s $455 Million Acquisition of Test and Measurement business of Cobham plc


Qatalyst Partners is acting as exclusive financial advisor to VIAVI and Fried, Frank, Harris, Shriver & Jacobson is serving as legal counsel. Evercore is acting as exclusive financial advisor to Cobham and Bond, Schoeneck & King PLLC and Baker & MacKenzie LLP are serving as legal counsel to Cobham.

Viavi Solutions Inc. (“VIAVI”) today announced that it has signed a definitive agreement to acquire the Test and Measurement business of Cobham plc for $455 million cash consideration, subject to certain customary closing adjustments. The acquisition has been approved by the Board of Directors of each company and is expected to close during the second half of VIAVI’s fiscal year 2018, subject to obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act, as well as other customary closing conditions.

The transaction significantly strengthens VIAVI’s competitive position in 5G deployment and diversifies the company into military, public safety and avionics test markets. Cobham AvComm and Wireless T&M is the leader in comprehensively testing communication service providers’ networks from the radio access network through to the network core. It has also served military, public safety and aviation markets for decades with its trusted land-mobile radio and avionics test solutions. The business generated more than $200 million of revenues in calendar year 2017.

Upon closing, the transaction is expected to be meaningfully accretive to VIAVI’s free cash flow and non-GAAP earnings per share and monetize net operating losses (NOLs).

VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions to communications service providers, enterprises and their ecosystems, supported by a worldwide channel community including VIAVI Velocity Solution Partners. We deliver end-to-end visibility across physical, virtual and hybrid networks, enabling customers to optimize connectivity, quality of experience and profitability. VIAVI is also a leader in high performance thin film optical coatings, providing light management solutions to anti-counterfeiting, consumer electronics, automotive, defense and instrumentation markets. The company, led by Oleg Khaykin, Amar Maletira and Paul McNab, in 2017 recorded $811 Million Revenues.

Cobham is a leading global technology and services innovator, respected for providing solutions to the most challenging problems, from deep space to the depths of the ocean.

The Fried Frank team was led by corporate partners Warren S. de Wied (Picture) and Philip Richter and included corporate partners Michael T. Gershberg, Christian Kleeberg, Dan Oates, and Joshua Wechsler; antitrust and competition partners Nathaniel L. Asker and Tobias Caspary; corporate real estate partner Darren Rogers; executive compensation & ERISA partner Adam Kaminsky; litigation partner Joshua D. Roth; tax partners Alan S. Kaden and Nick Thornton; litigation of counsel James J. McCullough; corporate real estate special counsel Jessica H. Mayes; intellectual property and technology special counsel Jason L. Greenberg; litigation special counsel Michael J. Anstett; corporate associates Peter Breschendorf, Christopher S. Celentano, Meka Jegede, Anjela Keiluweit, Shant P. Manoukian, Matthew Martindale, Dave N. Rao, and Justin A. Schenck; antitrust and competition associates Matthew E. Joseph and Max Kuttner; corporate real estate associate Devina Rana; environmental associates Samuel K. Dykstra and Mary Beth Phipps; executive compensation & ERISA associate Stephanie Matko; intellectual property and technology associate Alana Berrocal Rodriguez; litigation associates Harrison D. Polans and Neaha P. Raol; tax associates Thomas Bramall, Will Gay, Shane C. Hoffmann, and Thomas A. Mitchell; corporate law clerk Felycia F. Itza; corporate real estate law clerks James Gandia and Taylor L. Procopio; executive compensation & ERISA law clerk Maggie A. Kornreich; and intellectual property and technology law clerk Daniel E. Stern.

Involved fees earner: Warren de Wied – Fried Frank Harris Shriver & Jacobson; Philip Richter – Fried Frank Harris Shriver & Jacobson; Michael Gershberg – Fried Frank Harris Shriver & Jacobson; Christian Kleeberg – Fried Frank Harris Shriver & Jacobson; Dan Oates – Fried Frank Harris Shriver & Jacobson; Joshua Wechsler – Fried Frank Harris Shriver & Jacobson; Peter Breschendorf – Fried Frank Harris Shriver & Jacobson; Christopher Celentano – Fried Frank Harris Shriver & Jacobson; Meka Jegede – Fried Frank Harris Shriver & Jacobson; Anjela Keiluweit – Fried Frank Harris Shriver & Jacobson; Shant Manoukian – Fried Frank Harris Shriver & Jacobson; Matthew Martindale – Fried Frank Harris Shriver & Jacobson; Dave Rao – Fried Frank Harris Shriver & Jacobson; Justin Schenck – Fried Frank Harris Shriver & Jacobson; Nathaniel Asker – Fried Frank Harris Shriver & Jacobson; Tobias Caspary – Fried Frank Harris Shriver & Jacobson; Matthew Joseph – Fried Frank Harris Shriver & Jacobson; Max Kuttner – Fried Frank Harris Shriver & Jacobson; Darren Rogers – Fried Frank Harris Shriver & Jacobson; Jessica Mayes – Fried Frank Harris Shriver & Jacobson; Devina Rana – Fried Frank Harris Shriver & Jacobson; Adam Kaminsky – Fried Frank Harris Shriver & Jacobson; Stephanie Matko – Fried Frank Harris Shriver & Jacobson; Joshua D. Roth – Fried Frank Harris Shriver & Jacobson; James McCullough – Fried Frank Harris Shriver & Jacobson; Michael Anstett – Fried Frank Harris Shriver & Jacobson; Harrison Polans – Fried Frank Harris Shriver & Jacobson; Neaha Raol – Fried Frank Harris Shriver & Jacobson; Alan Kaden – Fried Frank Harris Shriver & Jacobson; Nick Thornton – Fried Frank Harris Shriver & Jacobson; Thomas Bramall – Fried Frank Harris Shriver & Jacobson; Will Gay – Fried Frank Harris Shriver & Jacobson; Shane Hoffmann – Fried Frank Harris Shriver & Jacobson; Thomas Mitchell – Fried Frank Harris Shriver & Jacobson; Jason Greenberg – Fried Frank Harris Shriver & Jacobson; Alana Berrocal Rodriguez – Fried Frank Harris Shriver & Jacobson; Samuel Dykstra – Fried Frank Harris Shriver & Jacobson; Mary Beth Phipps – Fried Frank Harris Shriver & Jacobson;

Law Firms: Fried Frank Harris Shriver & Jacobson;

Clients: Viavi Solutions Inc.;