Nortel Networks 8-K 2011
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) June 30, 2011
NORTEL NETWORKS CORPORATION
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code 905-863-7000
(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):
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2011, Nortel Networks Corporation (NNC) announced that, together with its subsidiary Nortel Networks Limited (NNL) and certain of its other subsidiaries, including Nortel Networks Inc. and Nortel Networks UK Limited (in administration) (together, Nortel), it has concluded a successful auction of all of Nortels remaining patents and patent applications. Nortel has entered into an asset sale agreement, dated June 30, 2011, under which Nortel will be paid US$4.5 billion in cash for such patents and patent applications. The winning bidder is a consortium consisting of Apple, EMC, Ericsson, Microsoft, Research In Motion and Sony.
Nortel and the other parties to the asset sale agreement have made customary representations, warranties and covenants in the asset sale agreement, including, among others, a covenant by Nortel to conduct its business in the ordinary course between execution of the asset sale agreement and closing of the transaction.
The sale is subject to court approvals in the U.S. and Canada and other customary closing conditions.
Nortel will work diligently with the consortium to close the sale in the third quarter of 2011. Nortel will seek Canadian and U.S. court approvals of the proposed asset sale agreement at a joint hearing expected to be held on July 11, 2011.
Item 8.01 Other Events.
As previously announced, NNC does not expect that its common shareholders or the preferred shareholders of NNL will receive any value from Nortels creditor protection proceedings and expects that the proceedings will result in the cancellation of these equity interests.
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: July 1, 2011