Nortel Networks Corporation and Nortel Networks Limited filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission and a base shelf prospectus with the Canadian securities regulatory authorities for the purpose of qualifying up to US$2.5 billion of equity, debt and equity-related securities. The Nortel Networks shelf, which became effective at the end of May 2002, is the first cross-border unallocated or “universal” shelf established by a non-MJDS issuer.
On June 12, 2002, Nortel Networks Corporation completed two concurrent global public offerings by way of shelf prospectus supplements: an offering of 632.5 million of its common shares for gross proceeds of US$891.8 million; and an offering of 28,750 equity units for gross proceeds of US$821.4 million.
The equity units were each comprised of: (i) a prepaid forward purchase contract entitling the holder to receive on August 15, 2005 (or earlier in certain events), a number of Nortel Networks common shares based on the average closing prices of the shares during a period shortly before the settlement date; and (ii) specified stripped U.S. treasury securities maturing semi-annually from February 15, 2003 to August 15, 2005 (together with a pro rata portion of U.S. treasury strips maturing on August 15, 2002), which are held by a custodian as agent for the equity unit holders. The aggregate net proceeds to Nortel Networks from the offerings were approximately US$1.475 billion.
The common shares were sold by an underwriting syndicate led by Credit Suisse First Boston Corporation and RBC Dominion Securities Inc. The equity units were sold by an underwriting syndicate led by Credit Suisse First Boston, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc.
Nortel Networks was represented by in-house counsel Blair Morrison, Peter Kalins, Karen McCarthy, Jacqueline Jones, Jay Maw and Elaine Deligdisch; and by Ogilvy Renault with a team that included Michael Lang, Dawn Whittaker, Terry Dobbin, Wendy Warhaft, Christine Dubé, Lise Mayrand, Victor Peter, Paul Fitzgerald and Pierre Dagenais; and in the U.S. by Cleary, Gottlieb, Steen & Hamilton with a team that included Craig Brod, Raymond Check, Karyn Polak, Trecia Canty, Bobby Lui and Bill McRae (tax) and Rachelle Tilly. Canadian tax advice was provided by Scott Wilkie, Lara Friedlander and Michelle Kassel of Osler, Hoskin & Harcourt LLP.
The underwriters were represented by Blake, Cassels & Graydon LLP, with a team that included Gordon Currie, Frank Arnone, Anoop Dogra and John Bursic, and Jeffrey Trossman and Leslie Morgan (tax). In the U.S. the underwriters were represented by Skadden, Arps, Slate, Meagher & Flom LLP, with a team that included David Goldschmidt, John Osborn and Charles Morgan, and Richard Prins (tax) and John Carey, Andrew Fowler and Kenneth Koleyni.