Avaya Acquires Enterprise Solutions from Nortel

On December 18, 2009, Nortel Networks Limited, Nortel Networks Inc. and Nortel Networks UK Limited completed the sale of its Enterprise Solutions business to Avaya Inc. for US$915 million. This transaction took place following insolvency proceedings in Canada, the United States and the United Kingdom, and the completion of an auction process. Satisfaction of regulatory and other conditions and receipt of various approvals, including Canadian and US governmental approvals, antitrust approvals and the approval of the courts in France and Israel were also completed prior to the acquisition. Pamela Craven, Chief Administrative Officer and General Counsel, and Frank Mahr, Senior Director, Corporate and Securities Law, led the transaction for Avaya. Nortel was represented in-house by Anna Ventresca, General Counsel-Corporate and Corporate Secretary and Robert Fishman, Senior Counsel.

Ropes & Gray LLP was Avaya's lead counsel and its team included Howard Glazer, Neill Jakobe, Alfred Rose, Byung Choi, Mark Bane, Michael Lee, Anne Pak, Laura Yockey and Evan Moll. Weil, Gotshal & Manges LLP acted as anti-trust counsel with a team led by Steven Bernstein. Other parties involved included Steven Khadavi of Dorsey & Whitney LLP, as counsel to Avaya's financial advisor. McCarthy Tétrault LLP was the Canadian counsel for Avaya, with Kevin McElcheran as the lead lawyer. The McCarthy Tétrault team included Kevin McElcheran and Ryan Stabile (insolvency); Garth Girvan and Vanessa Grant (corporate/M&A); Donald Houston and Emily Rix (competition); Oliver Borgers, Jeanne Pratt and Michele Siu (competition/Investment Canada); Amrit Sidhu, Nicola Geary, Jennifer Pyke, Laura Hage and Sheizana Murji (corporate); Kate McNeill and Sunil Kapur (labour and employment); Lorraine Allard and James Fera (pensions and benefits); Alfred Macchione and Ian Bies (IP); Wendy Gross and Joel Ramsey (IT); James Warnock and Patrick McCay (tax); Joanna Rosengarten (environmental); and Bram Green and Jamie Orzech (real estate).

Ogilvy Renault LLP acted as outside Canadian counsel with a team that comprised Michael Lang (securities and M&A); Derrick Tay and Jennifer Stam (insolvency); John Stirling, Eric Reither and Brad Newman (corporate and M&A); Brian Gray and Nadine D'Aguiar (intellectual property); David Vincent (pensions & benefits); John Naccarato (real estate); Richard Wagner and Kevin Ackhurst (competition and Investment Canada); David Bannon (employment & labour) and Adrienne Oliver and Barry Segal (tax).

Cleary Gottlieb Steen & Hamilton LLP acted for Nortel in the US with a team that comprised James Bromley, Lisa Schweitzer, Sanjeet Malik and Louis Lipner (insolvency); Craig Brod (corporate and securities); Neil Whoriskey, David Leinwand, Sandrine Cousquer and Gerolamo da Passano (M&A); Daniel Ilan and Carissa Alden (intellectual property); Kathleen Emberger and Leah LaPorte (employee benefits & pensions); Steven Wilner and Emily Liu (real estate); Mark Nelson (competition) and Jason Factor and Corey Goodman (tax).

Nortel's monitor in the CCAA proceeding, Ernst & Young Inc., was represented by Goodmans LLP with a team that included Jay Carfagnini, Joseph Pasquariello and Chris Armstrong (insolvency).