Nortel Completes Sale of Optical Networking and Carrier Ethernet Business to Ciena

On March 19, 2010, Nortel completed the sale of substantially all of the assets of its global Optical Networking and Carrier Ethernet business (the “Business”) to Ciena Corporation (“Ciena”).

On November 24, 2009, Nortel Networks Corporation, its principal operating subsidiary Nortel Networks Limited and certain of their subsidiaries concluded a successful auction of substantially all of the Business. Ciena emerged as the winning bidder with a purchase price of US$530 million in cash plus US$239 million principal amount of convertible notes due June 2017. Ciena tabled the initial US$521 million (cash and stock) “stalking horse” bid on October 7, 2009. The sale was approved in both the Canadian and US courts at a joint hearing held on December 2, 2009.

Ciena elected, as permitted by the terms of the sale agreement, to replace the US$239 million principal amount of convertible notes with cash consideration of US$244 million, and thus paid an all-cash purchase price of approximately US$774 million, subject to a working capital adjustment currently estimated as a downward adjustment of approximately US$62 million.

Nortel was represented by Senior Counsel Robert Fishman and by Robert Looney of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC. Ogilvy Renault LLP acted as Canadian counsel to Nortel throughout its multi-jurisdictional insolvency and restructuring proceedings, including in connection with the original “stalking horse” asset sale agreement, the auction and completion of the sale of the Business, with a team comprised of Michael Lang (securities and M&A); Derrick Tay, Ian Ness and Jennifer Stam (insolvency); James Cade, Peter Newell, Troy Ungerman, Andrew Grossman, Jeremy Grushcow, Heidi Reinhart, William Chung, Kevin McPhee, Evelyn Li and Brad Newman (M&A); Brian Gray, Christopher Hunter and Anna Wilkinson (intellectual property); David Vincent (pensions and benefits); John Naccarato (real estate); Kevin Ackhurst (competition and Investment Canada); David Bannon (employment & labour); and Adrienne Oliver and Barry Segal (tax).

Cleary Gottlieb Steen & Hamilton LLP acted as US counsel to Nortel with a team comprised of James Bromley, Lisa Schweitzer, Sanjeet Malik, Alan Feld, Rebecca Weinstein and Elizabeth Polizzi (insolvency); Daniel Sternberg, David Gottlieb, John Olson, John McGill (M&A); Sandra Flow, Joshua Kalish, Anthony Randazzo, Anastasiya Rodina and Ricardo Bernard (contract matters); Paul Marquardt, John Konstant, Soo-Yeun Lim and Evan Leitch (transition services issues); Craig Brod (corporate and securities); Adam Fleisher, David Parish and Timothy Mayhle (securities); Kathleen Emberger and Leah LaPorte (pension and benefits); Daniel Ilan, Mario Mendolaro and Carissa Alden (intellectual property); Mark Nelson, James Modrall, Violetta Bourt and Alexandra Deege (antitrust); Jason Factor and Corey Goodman (tax); and Kimberly Brown Blacklow and Jessica Hoppe (real estate).

Ciena was represented by General Counsel David Rothenstein. Ciena was represented globally by Latham & Watkins LLP with a team led by David Dantzic and Joseph Simei in North America and Michael Bond and Bobby Reddy in the UK (M&A); Kevin Boyle (transition services); Kieran Dickinson (intellectual property); David Della Rocca (employment & labour); Joseph Sullivan, Timothy George and Karl Mah (tax); and Douglas Bacon and Alice Burke (insolvency).

Stikeman Elliott LLP acted as Canadian counsel to Ciena with a team comprised of Brian Pukier and Mike Devereux (M&A); Savvas Kotsopoulos and Alison Forbes (real estate); Stuart McCormack (intellectual property); Patrick Essiminy and Nancy Ramalho (employment); and Ashley Taylor (insolvency).

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 Christopher Armstrong (insolvency).