Avaya Inc. Announces Exchange Offer and Consent Solicitation

Fri Feb 1, 2013 10:44pm EST

* Reuters is not responsible for the content in this press release.

  BASKING RIDGE, NJ, Feb 01 (Marketwire) -- 
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.

    

Media Inquiries
Marijke Shugrue
908-953-7643 
mshugrue@avaya.com 

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

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