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Avaya Holdings Corp.

Connecting Success Factors to Bennett

The Dubious Phone Call and Time Wasting Project
The folks at TPG will have to answer to my Whistleblower Complaints on the truly odd collection of RFPs emanating from companies connected to Richard Blum, William McGlashan, CBRE, Regency Centers, Trammel Crow, Lennar, Catellus.

My story is about witness murders, private equity, mergers and acquisitions linked back to the Matter of Bennett v. Southern Pacific lost in 1989.  It was a winnable case as long the witnesses testified.  
10-12B/A d427311d1012ba.htm AMENDMENT NO. 2 TO FORM 10
Table of Contents
As filed with the Securities and Exchange Commission on December 22, 2017
File No. 001-38289

Washington, D.C. 20549


Avaya Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)

Delaware 7372 26-1119726
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
4655 Great America Parkway
Santa Clara, California 95054
(Address of Principal Executive Offices)
(908) 953-6000
(Registrant’s telephone number, including area code)

Copies to:
Adele C. Freedman
Vice President & Deputy General Counsel, Corporate Law
Avaya Holdings Corp.
4655 Great America Parkway
Santa Clara, California 95054
(908) 953-6000
Joshua N. Korff, P.C.
Michael Kim
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
Common stock, $0.01 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   Accelerated filer 
Non-accelerated filer ☒  (Do not check if a smaller reporting company)  Smaller reporting company 
   Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Table of Contents



Table of Contents
Avaya Holdings Corp. (“Avaya Holdings”) is filing this registration statement on Form 10 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are seeking to list our common stock, par value $0.01 per share, on the New York Stock Exchange.
Once the registration of our common stock becomes effective, we will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require us to file, among other things, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements with the U.S. Securities and Exchange Commission, or the SEC, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12 of the Exchange Act.
Our periodic and current reports will be available on our website, https://investors.avaya.com/financial-info/sec-filings, free of charge, as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC.
On January 19, 2017, Avaya Inc. and certain of its affiliates, including Avaya Holdings (the “Debtor Affiliates” and, together with Avaya Inc., the “Debtors”), commenced chapter 11 cases (the “Bankruptcy Filing”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors completed the Restructuring (as defined below) and emerged from chapter 11 proceedings on December 15, 2017.
On the date of the Bankruptcy Filing, the capital structure of the Company, Avaya Inc. and the Debtor Affiliates and non-Debtor Affiliates (collectively, the “Avaya Enterprise”) included approximately $6.0 billion in funded debt. The majority of this funded debt was a legacy of the 2007 transaction in which the Avaya Enterprise was taken private. The remainder of the funded debt originated as part of the Avaya Enterprise’s 2009 acquisition of Nortel Enterprise Systems. In addition to this indebtedness, the following challenges led the Debtors to commence the chapter 11 cases in January 2017:

  Business model shift: The decline in economic activity between 2008 and 2010, together with the market trends away from hardware-based business communications under the capital expenditure model towards software and services offerings under the operating expense model, had a substantial impact on the Avaya Enterprise’s operations. The Avaya Enterprise also faced ongoing competition to its core Unified Communications Product and Service offerings from numerous competitors such as Cisco and Microsoft. In light of these factors, the Avaya Enterprise experienced significant revenue declines over the past several years.

  Substantial annual cash requirements: The Avaya Enterprise’s cash flow profile was negatively impacted by the substantial costs associated with its debt load, which increased over the last decade. Annual cash interest payments averaged approximately $440 million since fiscal 2014, with a corresponding impact on cash flow available to fund the research, development and other investments required to remain competitive in the market. From fiscal 2014 to fiscal 2016, annual cash requirements averaged approximately $900 million, including: (a) approximately $440 million in cash interest payments and (b) annual pension and other post-retirement employment benefits funding of approximately $180 million, as well as ongoing cash needs related to restructuring costs, capital expenditures and cash taxes.

  October 2017 debt maturities: Approximately $617 million of the Debtors’ indebtedness was scheduled to mature in October 2017.
On April 13, 2017, the Debtors filed a Joint Chapter 11 Plan of Reorganization of Avaya Inc. and its Debtor Affiliates and related disclosure statement for the Joint Chapter 11 Plan of Reorganization of Avaya Inc. and its


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Debtor Affiliates. On August 7, 2017, the Debtors filed the First Amended Joint Chapter 11 Plan of Reorganization of Avaya Inc. and its Debtor Affiliates (as amended, the “First Amended Plan of Reorganization”) and related disclosure statement for the First Amended Joint Chapter 11 Plan of Reorganization of Avaya Inc. and its Debtor Affiliates (the “Amended Disclosure Statement”). The Bankruptcy Court signed an order approving the Amended Disclosure Statement on August 25, 2017. On September 8, 2017, the Debtors filed the solicitation versions of the First Amended Plan of Reorganization and Amended Disclosure Statement. On September 9, 2017, the Bankruptcy Court assigned the Debtors and their major stakeholder constituencies to mediation. The mediation resulted in a resolution between these constituencies, and, as a result, the Debtors filed a further amended plan of reorganization, the Second Amended Joint Plan of Reorganization (as amended, the “Plan of Reorganization”), and a Disclosure Statement Supplement on October 24, 2017. On November 28, 2017, the Bankruptcy Court entered an order confirming the Debtors’ Plan of Reorganization, which, among other things, provided for the following treatments for certain creditor and equity classes:

  First lien debt claims: pro rata share of (i) new secured debt (or cash to the extent such debt is partially or fully syndicated) to be issued in connection with the Restructuring (as defined below) and (ii) 90.5% of the reorganized Avaya Holdings’ common stock (subject to dilution by the post-Emergence Date (as defined below) equity incentive plan, that provides for reorganized Avaya Holdings’ common stock, or other interests in Avaya Holdings, on a fully diluted basis, to be reserved for directors, officers and employees of the Debtors (the “Equity Incentive Plan”) and the Warrants (as defined below)) less the reservation of up to 2.55% of the reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan and the Warrants) to be established on or prior to the Emergence Date for pro rata distributions on account of general unsecured claims (the “General Unsecured Recovery Equity Reserve”).

  Second lien notes claims: pro rata share of 4.0% of the reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan and the Warrants) and a pro rata share of warrants to acquire 5.0% of reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan) (the “Warrants”).

  General unsecured claims: pro rata share of the $58 million general unsecured recovery pool, which the general unsecured creditors may irrevocably elect to receive as reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan and the Warrants) or cash proceeds (pursuant to an election submitted prior to the applicable voting deadline).

  Claims of Pension Benefit Guaranty Corporation (“PBGC”) in connection with the termination of the Avaya Inc. Pension Plan for Salaried Employees (“APPSE”): (i) $340 million in cash and (ii) 5.5% of the reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan and the Warrants).

  Pre-emergence equity interests in Avaya Holdings: cancelled.
The Company is not required to file this registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”). This registration statement shall not constitute an offer to sell, nor a solicitation of an offer to buy, its securities.


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Unless otherwise indicated or the context otherwise requires, references in this registration statement to the terms below will have the following meanings:

  “Avaya,” “we,” “our,” “us” and the “Company” refer to Avaya Holdings Corp. and its consolidated subsidiaries;

  “Avaya Holdings” or the “Parent” refer to Avaya Holdings Corp.;

  “Bankruptcy Code” refers to title 11 of the United States Code;

  “Bankruptcy Court” refers to the U.S. Bankruptcy Court for the Southern District of New York;

  “Bankruptcy Filing” refers to the voluntary petition for relief filed by the Debtors on January 19, 2017 in the Bankruptcy Court;

  “Debtors” refers to Avaya Holdings, Avaya Inc. and certain of their affiliates;

  “Emergence Date” refers to the date, December 15, 2017, on which substantial consummation (as that term is defined by section 1102(2) of the Bankruptcy Code) of the Plan of Reorganization occurred;

  “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

  “PBGC” refers to the Pension Benefit Guaranty Corporation;

  “Plan of Reorganization” refers to the Second Amended Joint Plan of Reorganization filed by the Debtors on October 24, 2017 and approved by the Bankruptcy Court on November 28, 2017;

  “Restructuring” refers to the consummation of the transactions contemplated by the Plan of Reorganization; and

  “Securities Act” refers to the Securities Act of 1933, as amended.


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