Alcatel-Lucent USA Inc. designs and delivers systems, services, and software solutions that provide converged communications for service providers, enterprises, governments, and cable operators. Its Mobility Access and Applications Solutions unit comprises CDMA, UMTS, WiMax, and applications; Multimedia Network Solutions unit includes optical, access, and data networking products; Converged Core Solutions unit includes voice networking products, such as circuit switching, personal handy phone systems, and switching products; and Services unit consists of maintenance, deployment, and network transformation services, such as professional and managed services, as well as network operations soft...
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Nokia Corporation and Lucent Technologies Inc. Announce Pricing and Early Results for Tender Offers and Consent Solicitation
Jun 13 17
Nokia Corporation announced the pricing and early results of its previously announced tender offers to purchase for cash: (i) the USD 300,000,000 6.50% debentures due January 15, 2028; (ii) the USD 1,360,000,000 6.45% debentures due March 15, 2029 issued by Lucent Technologies Inc.; and (iii) the USD 1,000,000,000 5.375% notes due March 15, 2019 issued by Nokia. Alcatel Lucent is a wholly-owned subsidiary of Nokia. The tender offers and consent solicitation are being made on the terms and subject to the conditions set out in the offer to purchase dated May 30, 2017. Capitalized terms not defined herein have the meaning ascribed to them in the offer to purchase. As of 5:00 p.m. (New York time) on June 12, 2017, according to information provided by Lucid Issuer Services Limited, an aggregate principal amount of Notes equal to USD 1,495,992,000 has been validly tendered and not validly withdrawn in the tender offers. Withdrawal rights for the tender offers expired at the early tender date. As a result, tendered Notes may no longer be withdrawn, except as required by law. Nokia has accepted for purchase (i) all ALU Notes validly tendered at or prior to the early tender date in full; and (ii) the 2019 Notes validly tendered at or prior to the early tender date with a pro-ration factor of 69.4277%, such that the total amount payable (excluding Accrued Interest) is approximately equal to the maximum acceptance amount of USD 1,500,000,000. Nokia hereby announced that it is exercising the early settlement election and the early settlement date will be June 14, 2017. The tender offers will expire at 11:59 p.m. (New York time) on June 26, 2017. Nokia reserves the right, subject to applicable law, at any time, for any reason, to extend the expiration date. Any such extension will be announced in the manner described in the offer to purchase. ALU Notes validly tendered after the early tender date (if any) will be accepted for purchase in full and none of the 2019 Notes validly tendered after the Early Tender Date (if any) will be accepted for purchase, as detailed in the offer to purchase. The final settlement date in respect of any such ALU Notes is expected to be June 28, 2017. Concurrently with the tender offers, Alcatel Lucent solicited consents from each holder of ALU Notes to certain proposed amendments to the indenture governing the ALU Notes. The proposed amendments will eliminate: (i) covenants in the ALU Indenture governing the ALU Notes with respect to (a) liens, (b) sale and leaseback transactions and (c) reports; and (ii) certain events of default with respect to the ALU Notes, other than certain events of default including the failure to pay principal of or premium, if any, on and interest on such ALU Notes, and bankruptcy. As of the early tender date, the requisite consents have been reached and the supplemental indenture has been executed. The supplemental indenture will become operative on the final settlement date. Holders who validly tendered and have not validly withdrawn their Notes at or prior to the early tender date will be eligible to receive the relevant early consideration. Holders who validly tender their Notes after the early tender date, but at or prior to the expiration date will be eligible to receive the relevant late consideration. In addition to the relevant early consideration or late consideration (as applicable), Nokia will also pay any applicable accrued interest in relation to the Notes accepted for purchase. On June 12, 2017, Nokia closed its offering of USD 500 million aggregate principal amount of 3.375% senior unsecured notes due 2022 and USD 500 million aggregate principal amount of 4.375% senior unsecured notes due 2027 registered under the U.S. Securities Act of 1933, as amended. The company intends to use the net proceeds of the new notes and cash on balance sheet to finance the repurchase of the Notes that are validly tendered and accepted for purchase pursuant to the tender offers and consent solicitation. Barclays Capital Inc., Citigroup Global Markets Limited, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as Joint Dealer Managers and Solicitation Agents for the Tender Offers and Consent Solicitation.
Network-1 Technologies, Inc. Announces Settlement Agreement with Alcatel-Lucent USA and Alcatel-Lucent Holdings, Inc
Jul 12 16
Network-1 Technologies Inc. announced that it agreed to settle its patent litigation against Alcatel-Lucent USA and Alcatel-Lucent Holdings Inc. pending in the United States District Court for the Eastern District of Texas, Tyler Division, for infringement of Network-1's Remote Power Patent (U.S. Patent No. 6,218,930). Simultaneously, Network-1 announced that it entered into a settlement agreement and non-exclusive license agreement with ALE, USA. As part of the settlements, Alcatel and ALE each entered into separate Settlement Agreements and non-exclusive License Agreements for the Remote Power Patent. Under the terms of the licenses, Alcatel and ALE will receive fully-paid licenses to the Remote Power Patent for its full term which expires in March 2020, which will apply to their sales of Power over Ethernet ("PoE") products, including those PoE products which comply with the Institute of Electrical and Electronic Engineers ("IEEE") 802.3af and 802.3at Standards. The aggregate consideration to be received by Network-1 for the fully-paid licenses is $4,300,000, of which $2,300,000 is payable in three equal quarterly payments contingent upon a ruling to be issued by the U.S. District Court of Texas with respect to a pending motion finding any asserted claim of the Remote Power Patent is valid.