FORM 13F FORM 13F INFORMATION TABLE

Connecting Success Factors to Bennett

The Dubious Phone Call and Time Wasting Project

The folks at TPG will have to answer to my Whistleblower Complaints on the truly odd collection of RFPs emanating from companies connected to Richard Blum, William McGlashan, CBRE, Regency Centers, Trammel Crow, Lennar, Catellus.

---

My story is about witness murders, private equity, mergers and acquisitions linked back to the Matter of Bennett v. Southern Pacific lost in 1989.  It was a winnable case as long the witnesses testified.  

xxxx2

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete.
		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 13F FORM 13F INFORMATION TABLE	OMB APPROVAL OMB Number: 3235-0006 Expires: Oct 31, 2018 Estimated average burden hours per response: 23.8

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COLUMN 1	COLUMN 2	COLUMN 3	COLUMN 4	COLUMN 5			COLUMN 6	COLUMN 7	COLUMN 8
			VALUE	SHRS OR	SH/	PUT/	INVESTMENT	OTHER	VOTING AUTHORITY
NAME OF ISSUER	TITLE OF CLASS	CUSIP	(x$1000)	PRN AMT	PRN	CALL	DISCRETION	MANAGER	SOLE	SHARED	NONE
ARCELORMITTAL SA LUXEMBOURG	NY REGISTRY SH	03938L203	246	10,833	SH		SOLE		10,833	0	0
ARCH COAL INC	CL A	039380407	12,596	184,419	SH		SOLE		184,419	0	0
ARES CAP CORP	COM	04010L103	639	39,000	SH		SOLE		39,000	0	0
DELTA AIR LINES INC DEL	COM NEW	247361702	806	15,000	SH		SOLE		15,000	0	0
GLOBALSTAR INC	COM	378973408	55,325	25,974,207	SH		SOLE		25,974,207	0	0
GOLDMAN SACHS BDC INC	SHS	38147U107	2,366	105,071	SH		SOLE		105,071	0	0
HERCULES CAPITAL INC	COM	427096508	34	2,532	SH		SOLE		2,532	0	0
LEVEL 3 COMMUNICATIONS INC	COM NEW	52729N308	4,181	70,500	SH		SOLE		70,500	0	0
MICRON TECHNOLOGY INC	COM	595112103	5,359	179,470	SH		SOLE		179,470	0	0
NORTHERN DYNASTY MINERALS LT	COM NEW	66510M204	139	100,000	SH		SOLE		100,000	0	0
RESOLUTE FST PRODS INC	COM	76117W109	14,548	3,306,260	SH		SOLE		3,306,260	0	0
SILICON LABORATORIES INC	COM	826919102	547	8,000	SH		SOLE		8,000	0	0
MOSAIC CO NEW	COM	61945C103	4,275	187,272	SH		SOLE		187,272	0	0
WARRIOR MET COAL INC	COM	93627C101	8,486	495,400	SH		SOLE		495,400	0	0
AMAG PHARMACEUTICALS INC	NOTE 3.250% 6/0	00163UAD8	10,601	11,000,000	PRN		SOLE		11,000,000	0	0
ADVANCED MICRO DEVICES INC	NOTE 2.125% 9/0	007903BD8	27,979	16,000,000	PRN		SOLE		16,000,000	0	0
AMERICAN RLTY CAP PPTYS INC	NOTE 3.000% 8/0	02917TAA2	71,022	70,581,000	PRN		SOLE		70,581,000	0	0
ARES CAP CORP	NOTE 4.750% 1/1	04010LAJ2	28,734	28,344,000	PRN		SOLE		28,344,000	0	0
ARES CAP CORP	NOTE 4.375% 1/1	04010LAM5	26,096	25,305,000	PRN		SOLE		25,305,000	0	0
ATLAS AIR WORLDWIDE HLDGS IN	NOTE 2.250% 6/0	049164BH8	8,567	8,101,000	PRN		SOLE		8,101,000	0	0
ATLAS AIR WORLDWIDE HLDGS IN	NOTE 1.875% 6/0	049164BJ4	21,875	20,000,000	PRN		SOLE		20,000,000	0	0
BLACKROCK CAPITAL INVESTMENT	NOTE 5.500% 2/1	092533AB4	7,152	7,003,000	PRN		SOLE		7,003,000	0	0
BLACKROCK CAPITAL INVESTMENT	NOTE 5.000% 6/1	092533AC2	13,725	13,415,000	PRN		SOLE		13,415,000	0	0
BROADSOFT INC	NOTE 1.000% 9/0	11133BAD4	6,275	5,000,000	PRN		SOLE		5,000,000	0	0
CHART INDS INC	NOTE 2.000% 8/0	16115QAC4	15,342	15,409,000	PRN		SOLE		15,409,000	0	0
CTRIP COM INTL LTD	NOTE 1.990% 7/0	22943FAH3	15,700	12,836,000	PRN		SOLE		12,836,000	0	0
DHT HOLDINGS INC	DEBT 4.500%10/0	23335SAB2	1,970	2,000,000	PRN		SOLE		2,000,000	0	0
FORESTAR GROUP INC	NOTE 3.750% 3/0	346232AB7	27,199	26,600,000	PRN		SOLE		26,600,000	0	0
GREENBRIER COS INC	NOTE 3.500% 4/0	393657AH4	20,046	14,767,000	PRN		SOLE		14,767,000	0	0
INFINERA CORPORATION	DBCV 1.750% 6/0	45667GAB9	44,443	41,318,000	PRN		SOLE		41,318,000	0	0
INPHI CORP	NOTE 1.125%12/0	45772FAB3	50,890	45,248,000	PRN		SOLE		45,248,000	0	0
INTERDIGITAL INC	NOTE 1.500% 3/0	458660AD9	19,029	15,678,000	PRN		SOLE		15,678,000	0	0
KEYW HLDG CORP	NOTE 2.500% 7/1	493723AA8	7,312	7,548,000	PRN		SOLE		7,548,000	0	0
LAYNE CHRISTENSEN CO	NOTE 4.250%11/1	521050AB0	6,124	6,506,000	PRN		SOLE		6,506,000	0	0
LAYNE CHRISTENSEN CO	NOTE 8.000% 5/0	521050AD6	2,980	2,819,000	PRN		SOLE		2,819,000	0	0
MEDIDATA SOLUTIONS INC	NOTE 1.000% 8/0	58471AAB1	37,966	27,180,000	PRN		SOLE		27,180,000	0	0
MERCADOLIBRE INC	NOTE 2.250% 7/0	58733RAB8	23,302	11,500,000	PRN		SOLE		11,500,000	0	0
NEW MTN FIN CORP	NOTE 5.000% 6/1	647551AB6	38,018	36,496,000	PRN		SOLE		36,496,000	0	0
NEWPARK RES INC	NOTE 4.000%10/0	651718AC2	4,637	4,620,000	PRN		SOLE		4,620,000	0	0
PALO ALTO NETWORKS INC	NOTE 7/0	697435AB1	59,556	45,345,000	PRN		SOLE		45,345,000	0	0
PHOTRONICS INC	NOTE 3.250% 4/0	719405AK8	9,789	8,672,000	PRN		SOLE		8,672,000	0	0
PROS HOLDINGS INC	NOTE 2.000%12/0	74346YAB9	11,209	10,500,000	PRN		SOLE		10,500,000	0	0
QUIDEL CORP	NOTE 3.250%12/1	74838JAA9	9,595	8,625,000	PRN		SOLE		8,625,000	0	0
RAMBUS INC DEL	NOTE 1.125% 8/1	750917AE6	28,399	26,204,000	PRN		SOLE		26,204,000	0	0
SERVICENOW INC	NOTE 11/0	81762PAB8	51,078	34,880,000	PRN		SOLE		34,880,000	0	0
SHUTTERFLY INC	NOTE 0.250% 5/1	82568PAB2	11,237	11,223,000	PRN		SOLE		11,223,000	0	0
SILVER STD RES INC	NOTE 2.875% 2/0	82823LAC0	4,869	5,000,000	PRN		SOLE		5,000,000	0	0
STARWOOD WAYPOINT RESIDENTL	NOTE 3.000% 7/0	85571WAB5	31,963	26,973,000	PRN		SOLE		26,973,000	0	0
TCP CAP CORP	NOTE 5.250%12/1	87238QAB9	30,988	29,029,000	PRN		SOLE		29,029,000	0	0
TICC CAPITAL CORP	DBCV 7.500%11/0	87244TAB5	6,927	6,841,000	PRN		SOLE		6,841,000	0	0
TPG SPECIALTY LENDING INC	NOTE 4.500%12/1	87265KAB8	48,462	46,570,000	PRN		SOLE		46,570,000	0	0
TWITTER INC	NOTE 0.250% 9/1	90184LAB8	35,723	37,850,000	PRN		SOLE		37,850,000	0	0
TWITTER INC	NOTE 1.000% 9/1	90184LAD4	4,580	5,000,000	PRN		SOLE		5,000,000	0	0
VEECO INSTRS INC DEL	NOTE 2.700% 1/1	922417AD2	23,502	23,000,000	PRN		SOLE		23,000,000	0	0
WEBMD HEALTH CORP	NOTE 2.500% 1/3	94770VAF9	16,857	16,312,000	PRN		SOLE		16,312,000	0	0
WEBMD HEALTH CORP	NOTE 1.500%12/0	94770VAK8	38,991	30,700,000	PRN		SOLE		30,700,000	0	0
WORKDAY INC	NOTE 0.750% 7/1	98138HAC5	7,019	5,683,000	PRN		SOLE		5,683,000	0	0
WORKDAY INC	NOTE 1.500% 7/1	98138HAD3	28,859	21,678,000	PRN		SOLE		21,678,000	0	0
AEGEAN MARINE PETE NETWORK I	NOTE 4.000%11/0	Y0020QAA9	6,596	6,800,000	PRN		SOLE		6,800,000	0	0

Read More

Avaya Holdings Corp.

Connecting Success Factors to Bennett

The Dubious Phone Call and Time Wasting Project

The folks at TPG will have to answer to my Whistleblower Complaints on the truly odd collection of RFPs emanating from companies connected to Richard Blum, William McGlashan, CBRE, Regency Centers, Trammel Crow, Lennar, Catellus.

---

My story is about witness murders, private equity, mergers and acquisitions linked back to the Matter of Bennett v. Southern Pacific lost in 1989.  It was a winnable case as long the witnesses testified.  

xxxx2

xxxx9

10-12B/A 1 d427311d1012ba.htm AMENDMENT NO. 2 TO FORM 10

Table of Contents

As filed with the Securities and Exchange Commission on December 22, 2017

File No. 001-38289

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Avaya Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		7372		26-1119726
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

4655 Great America Parkway

Santa Clara, California 95054

(Address of Principal Executive Offices)

(908) 953-6000

(Registrant’s telephone number, including area code)

Copies to:

Adele C. Freedman Vice President & Deputy General Counsel, Corporate Law Avaya Holdings Corp. 4655 Great America Parkway Santa Clara, California 95054 (908) 953-6000		Joshua N. Korff, P.C. Michael Kim Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Common stock, $0.01 par value per share		New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒  (Do not check if a smaller reporting company)		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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Table of Contents

TABLE OF CONTENTS

				Page
EXPLANATORY NOTE					1
CERTAIN TERMS USED IN THIS REGISTRATION STATEMENT					3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					4
MARKET, RANKING AND OTHER INDUSTRY DATA					6
ITEM 1.		BUSINESS			7
ITEM 1.A		RISK FACTORS			30
ITEM 2.		FINANCIAL INFORMATION			49
ITEM 3.		PROPERTIES			108
ITEM 4.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			109
ITEM 5.		DIRECTORS AND EXECUTIVE OFFICERS			111
ITEM 6.		EXECUTIVE COMPENSATION			121
ITEM 7.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			148
ITEM 8.		LEGAL PROCEEDINGS			154
ITEM 9.		MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS			158
ITEM 10.		RECENT SALES OF UNREGISTERED SECURITIES			160
ITEM 11.		DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED			161
ITEM 12.		INDEMNIFICATION OF DIRECTORS AND OFFICERS			164
ITEM 13.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			165
ITEM 14.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			166
ITEM 15.		FINANCIAL STATEMENTS AND EXHIBITS			F-1

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Table of Contents

EXPLANATORY NOTE

Avaya Holdings Corp. (“Avaya Holdings”) is filing this registration statement on Form 10 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are seeking to list our common stock, par value $0.01 per share, on the New York Stock Exchange.

Once the registration of our common stock becomes effective, we will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require us to file, among other things, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements with the U.S. Securities and Exchange Commission, or the SEC, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12 of the Exchange Act.

Our periodic and current reports will be available on our website, https://investors.avaya.com/financial-info/sec-filings, free of charge, as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC.

On January 19, 2017, Avaya Inc. and certain of its affiliates, including Avaya Holdings (the “Debtor Affiliates” and, together with Avaya Inc., the “Debtors”), commenced chapter 11 cases (the “Bankruptcy Filing”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors completed the Restructuring (as defined below) and emerged from chapter 11 proceedings on December 15, 2017.

On the date of the Bankruptcy Filing, the capital structure of the Company, Avaya Inc. and the Debtor Affiliates and non-Debtor Affiliates (collectively, the “Avaya Enterprise”) included approximately $6.0 billion in funded debt. The majority of this funded debt was a legacy of the 2007 transaction in which the Avaya Enterprise was taken private. The remainder of the funded debt originated as part of the Avaya Enterprise’s 2009 acquisition of Nortel Enterprise Systems. In addition to this indebtedness, the following challenges led the Debtors to commence the chapter 11 cases in January 2017:

•

Business model shift: The decline in economic activity between 2008 and 2010, together with the market trends away from hardware-based business communications under the capital expenditure model towards software and services offerings under the operating expense model, had a substantial impact on the Avaya Enterprise’s operations. The Avaya Enterprise also faced ongoing competition to its core Unified Communications Product and Service offerings from numerous competitors such as Cisco and Microsoft. In light of these factors, the Avaya Enterprise experienced significant revenue declines over the past several years.

•

Substantial annual cash requirements: The Avaya Enterprise’s cash flow profile was negatively impacted by the substantial costs associated with its debt load, which increased over the last decade. Annual cash interest payments averaged approximately $440 million since fiscal 2014, with a corresponding impact on cash flow available to fund the research, development and other investments required to remain competitive in the market. From fiscal 2014 to fiscal 2016, annual cash requirements averaged approximately $900 million, including: (a) approximately $440 million in cash interest payments and (b) annual pension and other post-retirement employment benefits funding of approximately $180 million, as well as ongoing cash needs related to restructuring costs, capital expenditures and cash taxes.

•

October 2017 debt maturities: Approximately $617 million of the Debtors’ indebtedness was scheduled to mature in October 2017.

On April 13, 2017, the Debtors filed a Joint Chapter 11 Plan of Reorganization of Avaya Inc. and its Debtor Affiliates and related disclosure statement for the Joint Chapter 11 Plan of Reorganization of Avaya Inc. and its

1

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Table of Contents

Debtor Affiliates. On August 7, 2017, the Debtors filed the First Amended Joint Chapter 11 Plan of Reorganization of Avaya Inc. and its Debtor Affiliates (as amended, the “First Amended Plan of Reorganization”) and related disclosure statement for the First Amended Joint Chapter 11 Plan of Reorganization of Avaya Inc. and its Debtor Affiliates (the “Amended Disclosure Statement”). The Bankruptcy Court signed an order approving the Amended Disclosure Statement on August 25, 2017. On September 8, 2017, the Debtors filed the solicitation versions of the First Amended Plan of Reorganization and Amended Disclosure Statement. On September 9, 2017, the Bankruptcy Court assigned the Debtors and their major stakeholder constituencies to mediation. The mediation resulted in a resolution between these constituencies, and, as a result, the Debtors filed a further amended plan of reorganization, the Second Amended Joint Plan of Reorganization (as amended, the “Plan of Reorganization”), and a Disclosure Statement Supplement on October 24, 2017. On November 28, 2017, the Bankruptcy Court entered an order confirming the Debtors’ Plan of Reorganization, which, among other things, provided for the following treatments for certain creditor and equity classes:

•

First lien debt claims: pro rata share of (i) new secured debt (or cash to the extent such debt is partially or fully syndicated) to be issued in connection with the Restructuring (as defined below) and (ii) 90.5% of the reorganized Avaya Holdings’ common stock (subject to dilution by the post-Emergence Date (as defined below) equity incentive plan, that provides for reorganized Avaya Holdings’ common stock, or other interests in Avaya Holdings, on a fully diluted basis, to be reserved for directors, officers and employees of the Debtors (the “Equity Incentive Plan”) and the Warrants (as defined below)) less the reservation of up to 2.55% of the reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan and the Warrants) to be established on or prior to the Emergence Date for pro rata distributions on account of general unsecured claims (the “General Unsecured Recovery Equity Reserve”).

•

Second lien notes claims: pro rata share of 4.0% of the reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan and the Warrants) and a pro rata share of warrants to acquire 5.0% of reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan) (the “Warrants”).

•

General unsecured claims: pro rata share of the $58 million general unsecured recovery pool, which the general unsecured creditors may irrevocably elect to receive as reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan and the Warrants) or cash proceeds (pursuant to an election submitted prior to the applicable voting deadline).

•

Claims of Pension Benefit Guaranty Corporation (“PBGC”) in connection with the termination of the Avaya Inc. Pension Plan for Salaried Employees (“APPSE”): (i) $340 million in cash and (ii) 5.5% of the reorganized Avaya Holdings’ common stock (subject to dilution by the Equity Incentive Plan and the Warrants).

•

Pre-emergence equity interests in Avaya Holdings: cancelled.

The Company is not required to file this registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”). This registration statement shall not constitute an offer to sell, nor a solicitation of an offer to buy, its securities.

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Table of Contents

CERTAIN TERMS USED IN THIS REGISTRATION STATEMENT

Unless otherwise indicated or the context otherwise requires, references in this registration statement to the terms below will have the following meanings:

•

“Avaya,” “we,” “our,” “us” and the “Company” refer to Avaya Holdings Corp. and its consolidated subsidiaries;

•

“Avaya Holdings” or the “Parent” refer to Avaya Holdings Corp.;

•

“Bankruptcy Code” refers to title 11 of the United States Code;

•

“Bankruptcy Court” refers to the U.S. Bankruptcy Court for the Southern District of New York;

•

“Bankruptcy Filing” refers to the voluntary petition for relief filed by the Debtors on January 19, 2017 in the Bankruptcy Court;

•

“Debtors” refers to Avaya Holdings, Avaya Inc. and certain of their affiliates;

•

“Emergence Date” refers to the date, December 15, 2017, on which substantial consummation (as that term is defined by section 1102(2) of the Bankruptcy Code) of the Plan of Reorganization occurred;

•

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•

“PBGC” refers to the Pension Benefit Guaranty Corporation;

•

“Plan of Reorganization” refers to the Second Amended Joint Plan of Reorganization filed by the Debtors on October 24, 2017 and approved by the Bankruptcy Court on November 28, 2017;

•

“Restructuring” refers to the consummation of the transactions contemplated by the Plan of Reorganization; and

•

“Securities Act” refers to the Securities Act of 1933, as amended.

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