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Avaya Extends Expiration Of Liquid Yield Option™ Notes ExchangeOffer To 5:00 p.m., Jan. 28

01-28-2003

Avaya Inc. (NYSE:AV), a leading global provider of communicationsnetworks and services to businesses, today said the expiration ofthe exchange offer for its Liquid Yield Option™ Notes (LYONs) due2021 has been extended to 5:00 p.m., EST, on Jan. 28, 2003. WarburgPincus Equity Partners, L.P. and affiliated investment funds areparticipating in the exchange offer with Avaya.

Avaya Inc. (NYSE:AV), a leading global provider ofcommunications networks and services to businesses, today said theexpiration of the exchange offer for its Liquid Yield Option™ Notes(LYONs) due 2021 has been extended to 5:00 p.m., EST, on Jan. 28,2003. Warburg Pincus Equity Partners, L.P. and affiliatedinvestment funds are participating in the exchange offer withAvaya.

Avaya said the extension of the exchange offer will not changethe number of shares of Avaya common stock to be delivered as partof the mixed consideration. Accordingly, LYONs holders electing toreceive the mixed consideration will receive $208.40 in cash plus77 shares of Avaya common stock for each $1,000 principal amount atmaturity of LYONs tendered into the exchange offer, based on thevolume-weighted average trading price of a share of Avaya commonstock on the New York Stock Exchange (NYSE) on Jan. 17, 21, 22, 23and 24, the five NYSE trading days ending on and including thesecond NYSE trading day prior to the expiration date of theexchange offer, which is $2.7356.

LYONs holders electing to receive the cash consideration willreceive $389.61 in cash in exchange for each $1,000 aggregateprincipal amount at maturity of LYONs tendered into the exchangeoffer.

Avaya, together with the investment funds managed by WarburgPincus LLC, commenced the exchange offer on Dec. 23, 2002, for upto $660,542,000 aggregate principal amount at maturity of LYONs.All other terms of the exchange offer remain the same. As of Jan.27, $91,426,000 aggregate principal amount at maturity of LYONs hadbeen tendered.

Morgan Stanley & Co. Incorporated is acting as dealermanager for the exchange offer. Georgeson ShareholderCommunications, Inc. is the information agent, and The Bank of NewYork is the exchange agent. Copies of the offer documents may beobtained at no charge from the information agent at 866-295-4337 or212-440-9800 or from the SEC's Web site at www.sec.gov. Additional informationconcerning the terms of the exchange offer, including all questionsrelating to the mechanics of the offer, may be obtained bycontacting the information agent at 866-295-4337 or Morgan Stanleyat 212-761-5409 (collect).

This news release shall not constitute an offer to sell or thesolicitation of an offer to buy nor shall there be any sale of theAvaya common stock in any state in which such an offer,solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such state.

The offer may only be made pursuant to the offer toexchange/prospectus, dated Dec. 23, 2002, (as amended on Jan. 13and 22, 2003), and the accompanying letter of transmittal.

About Avaya
Avaya Inc. designs, builds and manages communications networks formore than 1 million businesses worldwide, including 90 percent ofthe FORTUNE 500®. Focused on businesses large to small, Avaya is aworld leader in secure and reliable Internet Protocol (IP)telephony systems and communications software applications andservices.

Driving the convergence of voice and data communications withbusiness applications — and distinguished by comprehensiveworldwide services — Avaya helps customers leverage existing andnew networks to achieve superior business results. For moreinformation visit the Avaya Web site: http://www.avaya.com

NOTE: Liquid Yield Option and LYON are trademarks of MerrillLynch & Co., Inc.

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