Avaya Inc. Announces Exchange Offer and Consent Solicitation

Fri Feb 1, 2013 10:44pm EST

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Marketwire

Avaya Inc.

February 1, 2013 - 10:44:21 PM

Avaya Inc. Announces Exchange Offer and Consent Solicitation

BASKING RIDGE, NJ--(Marketwire - February 01, 2013) - Avaya Inc. (the
"Company" or "Avaya") announced the commencement of an offer to eligible
holders to exchange any and all of Avaya's outstanding 9.75% Senior Unsecured
Notes due 2015 and 10.125%/10.875% Senior PIK Toggle Unsecured Notes due 2015
(collectively, the "Old Notes") for a new series of 10.50% Senior Secured
Notes due 2021 (the "New Notes") as described below (the "Exchange Offer"),
and obtain consents (the "Consents") to certain proposed amendments to the
indenture governing the Old Notes. The Company also announced that upon launch
of the Exchange Offer, holders of approximately 48% of the outstanding
principal amount of the Old Notes had agreed, pursuant to support agreements
entered into with the Company, to tender their Old Notes and deliver Consents
prior to the early participation deadline.

The Exchange Offer is being conducted upon the terms and subject to the
conditions set forth in the offering circular and related letter of
transmittal, each dated February 1, 2013 (the "Offering Documents"). The
Exchange Offer is only being made, and copies of the Exchange Offer documents
will only be made available, to holders of the Old Notes that have certified
to Avaya in an eligibility letter as to certain matters, including their
status as either (1) a "qualified institutional buyer" under Rule 144A under
the Securities Act and an "accredited investor" under Rule 501(a) of
Regulation D under the Securities Act, or (2) a person who is not a "U.S.
person" as defined under Regulation S under the Securities Act (each, an
"Eligible Holder"). Holders of Old Notes who are not Eligible Holders will be
able to provide their Consent via a separate Consent Solicitation Statement.

The Offering Documents will only be distributed to holders of Old Notes who
complete and return a letter of eligibility confirming that they are Eligible
Holders. Requests for copies of this eligibility letter, the offering circular
or other Offering Documents may be directed to the information agent,
Georgeson, Inc., at 1-866-628-6024 (toll free), (212) 440-9800 (for banks and
brokers) or by email at Avaya@georgeson.com.

The Exchange Offer will expire at 11:59 p.m., New York City time, on March 4,
2013, unless extended by us (such date and time, as they may be extended, the
"Expiration Date"). Eligible Holders that validly tender (and do not withdraw)
their Old Notes prior to 5:00 p.m., New York City time, on February 15, 2013
(such date and time, as they may be extended, the "Early Participation
Deadline"), will receive $1,000 principal amount of New Notes in exchange for
each $1,000 principal amount of related Old Notes tendered (and not validly
withdrawn). Eligible Holders that validly tender (and do not withdraw) their
Old Notes after the Early Participation Deadline will receive $950 principal
amount of New Notes in exchange for each $1,000 principal amount of related
Old Notes tendered (and not validly withdrawn). Each Holder of Old Notes that
validly delivers (and does not withdraw) its Consent will receive a consent
payment of $2.50 per $1,000 principal amount of Old Notes held by such Holder
as to which Consent is delivered.

The New Notes have not been and will not be registered under the Securities
Act or any state securities laws, and, unless so registered, may not be
offered or sold in the United States or to any U.S. persons except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and any applicable state securities laws.

This press release is for informational purposes only and does not constitute
an offer to purchase, sell or the solicitation of an offer to purchase, or a
solicitation of tenders. The information in this press release is subject in
all respects to the terms and conditions set forth in the Offering Documents.
The Exchange Offer does not constitute an offer to purchase any Old Notes in
any jurisdiction in which, or to or from any person to or from whom, it is
unlawful to make such offer under applicable securities or "blue sky" or other
laws. None of Avaya, its board of directors, the trustee, the information
agent, the exchange agent, the dealer managers or any of their respective
affiliates makes any recommendation as to whether holders should tender, or
refrain from tendering, or deliver, or not deliver, a Consent with respect to,
all or any portion of the principal amount of their Old Notes pursuant to the
Exchange Offer.

The Exchange Offer is being made solely pursuant to the Offering Documents,
which more fully set forth and govern the terms and conditions of the Exchange
Offer. The Offering Documents contain important information and should be read
carefully before any decision is made with respect to the Exchange Offer.



FOR FURTHER INFORMATION PLEASE CONTACT: 
Media Inquiries
Marijke Shugrue
908-953-7643
mshugrue@avaya.com


Investor Inquiries
Matthew Booher
908-953-7500
mbooher@avaya.com
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