Nortel Networks 8-K 2006
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 14, 2006
NORTEL NETWORKS CORPORATION
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code 905-863-0000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 14, 2006, Nortel Networks Corporation announced that the Companys indirect subsidiary, Nortel Networks Inc. (NNI), has entered into a credit agreement for a new one-year credit facility in the aggregate principal amount of US$1.3 billion arranged by J.P. Morgan Securities Inc. and Citigroup Corporate and Investment Banking, or their affiliates in accordance with the binding commitments previously announced on February 1, 2006. NNI borrowed the full US$1.3 billion under the facility on February 14, 2006. The proceeds of the facility will primarily be used to refinance the outstanding US$1.275 billion aggregate principal amount of 6.125% Notes due February 15, 2006 of the Companys principal operating subsidiary, Nortel Networks Limited. The material terms of the new credit facility are described in the press release announcing the new facility, attached hereto as Exhibit 99.1, the credit agreement, attached hereto as Exhibit 10.1, the guarantee agreement, attached hereto as Exhibit 10.2, the U.S. security agreement, attached hereto as Exhibit 10.3, and the Canadian security agreement, attached hereto as Exhibit 10.4, all of which are incorporated by reference herein (other than information included on or linked from the registrants website referenced in such press release, which is not incorporated by reference into this report).
Certain of the banks extending the facility and their affiliates have provided in the past, and may provide in the future, certain commercial banking, financial advisory, investment banking and other services for the Company and its affiliates. In addition, these banks and their affiliates may effect transactions and hold for their own account or the account of customers long or short positions in debt or equity securities of the Company or its affiliates.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 21, 2006