Avaya Frequently Asked Questions for Industry Analysts and Consultants January 19, 2017
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1 Avaya Frequently Asked Questions for Industry Analysts and Consultants January 19, 2017 Q1. What did Avaya announce? We announced that we have taken action to restructure our balance sheet and better position the Company for the future. To facilitate this restructuring, Avaya Inc. (together with certain of its domestic subsidiaries, collectively, the Company ) filed voluntary petitions under chapter 11 of the U.S. Bankruptcy Code. Generally speaking, the Company s foreign affiliates are not included in the filing and will continue normal operations. We have conducted an extensive review of alternatives to address our capital structure. With the help of our advisors, we determined a restructuring under chapter 11 is the best path forward at this time. We are confident that restructuring our balance sheet will help us become stronger and more nimble, with the flexibility to make necessary investments in innovation and our operations. Q2. Is Avaya going out of business? No. We are keenly focused on minimizing disruption to our customers, partners, and employees and do not expect to experience any material disruption as a result of the chapter 11 filing. Our corporate offices, distribution and support centers remain open on normal schedules and will continue to operate as usual. As a result of the terms of Avaya s debt obligations and the upcoming debt maturities, we need to recapitalize the Company and believe a chapter 11 process is the best path forward at this time. Our businesses are healthy and performing well, and we are executing at a high level. Our fiscal Q4 results show y/y growth in contact center products and networking and sequential growth in unified communications, and were above our expectations, including adjusted EBITDA performance that was an Avaya record. We have the first or second market share positions in most of the markets we serve, and continue to maintain a best in class Net Promoter Score of 57. We are using the controlled process of chapter 11 to implement a debt restructuring that will grant us the financial freedom to invest more resources in our future. Q3. What is chapter 11? Chapter 11 is the chapter of the U.S. Bankruptcy Code that governs corporate restructurings. It provides an opportunity for a company to restructure its debt and improve its financial stability while continuing to operate its businesses largely in the same manner as it did before the filing. We expect that we will emerge from chapter 11 with significantly less debt, which will enhance our ability to invest in the business going forward. Q4. Were you forced into chapter 11 by your lenders? The timing of this filing was necessitated by the terms of Avaya s debt obligations. This restructuring is a critical step in Avaya s ongoing transformation to a successful software and services business (now 75 percent of our mix). Avaya s current capital structure is over 10 years old and was put in place to support our business model as a hardware-focused company, which has evolved significantly since that point in time. Now, as a result of the terms of Avaya s debt obligations and the upcoming debt maturities, the Company needs to recapitalize. Regardless of the outcome of our ongoing discussions with potential acquirers of Avaya s assets, we are confident that we can emerge from this process stronger than ever, as this path is a reflection of our balance sheet, not the strength of our operations. Our intent is to: January 19, 2017 Avaya Page 1 of 6
2 Restructure our balance sheet to significantly reduce our debt and interest payments. Exchange debt for equity Emerge from the process stronger and more competitive than ever. This will give us increased financial flexibility to further invest in innovation and growth to enhance our marketleading competitive position. Q5. Why does Avaya need to restructure its debt? This restructuring is a critical step in our ongoing transformation to a successful software and services business (now 75 percent of our mix). Avaya s current capital structure is over 10 years old and was put in place to support our business model as a hardware-focused company, which has evolved significantly since that point in time. Now, as a result of the terms of Avaya s debt obligations and the upcoming debt maturities, the Company needs to recapitalize. In summary, the chapter 11 process will allow us to de-lever while maintaining continued operations. We have conducted an extensive review of alternatives to address our capital structure. With the help of advisors, we have concluded that entering into chapter 11 is the best path forward at this time. It is important to understand that our businesses are healthy and performing well, and we are executing at a high level. Our fiscal Q4 results show y/y growth in contact center products and networking and sequential growth in unified communications, and were above our expectations, including adjusted EBITDA performance that was an Avaya record. We have the first or second market share positions in most of the markets we serve, and continue to maintain a best in class Net Promoter Score of 57. Q6. Have the foreign affiliates filed for chapter 11 as well? How will customers and suppliers be impacted by the US filing? The filing is limited to Avaya, Inc. and other U.S. entities. In general, no operations outside the U.S. will be affected. Q7. What are the details of the restructuring? Today s action of filing for chapter 11 is just the first step in the restructuring process. The actual details of the restructuring will be worked out through the chapter 11 process, in consultation with our key stakeholders and, ultimately, the approval of the Court. Though the path we will take to emerge from chapter 11 has not yet been established, it is important to remember that every decision will be made with the best interests of all the Company s stakeholders in mind. Q8. Are you closing office locations? No. Our corporate offices, distribution and support centers remain open on normal schedules and will continue to operate as usual. Q9. What are the long-term goals of this restructuring? Our goal is to emerge from this process as an even stronger and more competitive company with an improved balance sheet and a capital structure that gives us the ability to invest even more in innovation and growth. This restructuring is a critical step in Avaya s ongoing transformation to a successful software and services business (now 75 percent of our mix). Avaya s current capital structure is over 10 years old and was put in place to support our business model as a hardware-focused business. Now, as a result of the terms of Avaya s debt obligations and the upcoming debt maturities, we need to recapitalize the Company. Avaya Page 2 of 6
3 Pursuing restructuring through chapter 11 will reduce the Company s debt and interest expense, while providing financial flexibility to invest in our business and our long-term success. We are keenly focused on minimizing disruption to our customers, partners, and employees and do not expect to experience any material disruption as a result of the chapter 11 filing. Q10. Do you expect to reach a consensual agreement with creditors on the Plan of Reorganization? We have been involved in constructive discussions with our key stakeholders in an effort to address our balance sheet. We are encouraged by these discussions and hope that we will be able to reach a mutually acceptable restructuring plan to present to the Court, although of course we cannot guarantee that outcome, or the timing thereof. Q11. Why are you filing now instead of waiting until you reached an agreement so you could have had a pre-pack or pre-arranged filing? We have conducted an extensive review of alternatives to address Avaya s capital structure, and believe pursuing a restructuring through a chapter 11 proceeding is the best path forward at this time as we believe it will allow us to significantly deleverage our balance sheet and emerge a healthier company with financial flexibility. The timing was also necessitated by the terms of Avaya s debt obligations and by upcoming debt maturities. Q12. When do you expect to emerge from chapter 11? The timing of the outcome is dependent on negotiations with key stakeholders and the subsequent approval of the Court, among a host of other considerations, making it difficult at this point to project a timeframe for emerging from chapter 11, but the Company s advisors are committed to completing this process so the Company may emerge from chapter 11 as quickly as possible. Q13. How does the filing affect your operations? Will you discontinue products or services? We expect to continue to deliver the products and services we offer today while introducing new products and services as well. To begin with, our filing only affects Avaya Inc. and other U.S. entities. The Company s foreign affiliates are not included in the filing and will continue their normal operations. We are keenly focused on minimizing disruption to our customers, partners, and employees and do not expect to experience any material disruption as a result of the chapter 11 filing. The Company has filed a number of customary first-day motions with the Court to facilitate a smooth transition into chapter 11 and minimize business disruption. Among other things, the first-day motions request authority to continue certain customer and partner programs and continue honoring certain employee compensation and benefit obligations in the normal course of business. These requests are typically approved quickly by the Court on an interim basis with final relief typically granted within 21 to 28 days following the commencement of the cases. The Company obtained a committed $725 million debtor-in-possession ( DIP ) financing facility underwritten by Citibank. Subject to Court approval, this DIP financing, combined with the Company s cash from operations, is expected to provide sufficient liquidity during the chapter 11 process to support ongoing business operations and minimize disruption. We expect to continue to deliver the products and services we offer today while introducing new products and services as well. Avaya Page 3 of 6
4 Q14. What are the major milestones that we should be aware of to track the progress of the filing? There are a number of key steps that typically take place as a company moves through the chapter 11 process, including: Approval of First-Day Motions (interim and final relief, as applicable) Approval of the debtor-in-possession (DIP) financing Approval of the deadline for filing proofs of claim Filing of Disclosure Statement and Plan of Reorganization Confirmation hearing to approve the Plan of Reorganization The timing of the outcome is dependent on negotiations with creditors and the subsequent approval of the Court, among others, making it difficult at this point to project a timeframe for emerging from chapter 11. We are encouraged by our discussions with our creditors and hope that we will be able to reach a consensual restructuring plan to present to the Court, although of course we cannot guarantee that outcome. Q15. Does Avaya currently have enough cash to operate its business? Yes. In addition to our cash balance and cash generated from operations, the Company has obtained a committed $725 million debtor-in-possession ( DIP ) financing facility underwritten by Citibank. Subject to Court approval, this DIP financing will provide the Company with additional liquidity to fund operations during the chapter 11 cases. Q16. When do you expect to file the Plan of Reorganization? We are engaged in a constructive dialogue with our key stakeholders, and are encouraged by those discussions. Given the various options being considered, it is difficult to project with certainty a time frame for when this process will be completed. Q17. Where did the Company file? The filing was made in the U.S. Bankruptcy Court for the Southern District of New York. Q18. Where can I get a copy of the petition? For more information about the chapter 11 case, including access to Court documents, please visit: Q19. The media reported you were in close dialogue and negotiations with creditors particularly around a sale of the CC business to CD&R. Why weren t you able to reach an agreement? Did CD&R walk away? We have been involved in constructive discussions with our key stakeholders to address our debt, and explored a wide range of alternatives, including monetizing assets. After extensive evaluation in consultation with our financial and legal advisors, the Avaya Board of Directors has determined that focusing on the Company s debt structure is paramount and a sale of the Contact Center business at this time would not maximize value for Avaya s customers and all of our stakeholders. We have concluded that entering into chapter 11 is the best path forward at this time. Q20. Are you still considering a potential sale of the Company or any of its businesses? Avaya remains in ongoing negotiations to monetize certain assets, as appropriate, to maximize value for all stakeholders. Though the definitive path we will take to emerge from chapter 11 has not yet been established, it is important to remember that every decision will be made with the best interests of all the Company s stakeholders in mind. Avaya Page 4 of 6
5 Q21. Is it your intention to cut jobs as a result of or following this announcement? Filing for chapter 11 does not mean an automatic reduction in headcount. In fact, we are actively hiring to fill open positions in sales and other key functions. Our future doesn t just depend on addressing our debt structure; it also depends on retaining and attracting talented people who can help us grow and prosper. That said, over the past several quarters we have been evaluating costs and resources to optimize efficiency, and those efforts will continue. Q22. Will there be any changes in management? No changes in senior management are expected to occur at this time. Q23. How will the process affect customers and partners in the U.S. and its domestic subsidiaries? We are keenly focused on minimizing disruption to our customers, partners, and employees and do not expect to experience any material disruption as a result of the chapter 11 filing. Customers will continue to receive the same high quality service and products they have come to expect from Avaya. The Company has filed a number of first-day motions with the Court to facilitate a smooth transition into chapter 11 and minimize business disruption. Among other things, the motions request authority to continue certain customer and partner programs in the ordinary course of business. Q24. Will this have any impact on customers product warranty? No. The Company has filed a number of first-day motions with the Court to promote a smooth transition into chapter 11 with minimal business disruption. Among other things, the first-day motions request authority to continue certain customer and partner programs in the ordinary course of business. Q25. Will customers products continue to be serviced? Yes. We are keenly focused on minimizing disruption to our customers and do not expect to experience any material disruption as a result of the chapter 11 filing. Q26. Will the quotes a customer was provided for service be honored? Yes. Previous quotes for Avaya goods and services will be honored. Q27. Why should customers invest in a new contract with Avaya? Avaya remains one of the leading providers of Contact Center and Unified Communications solutions, and that doesn t change with our chapter 11 filing. In fact, the filing should enable us to reduce our debt and interest expense so we can invest more in innovation and customer service. We deliver world-class product innovation and support services, which have resulted in a Net Promoter Score that is more than 20 points higher than our key competitors. Our businesses are healthy and our operations are strong. In fact, our operating profitability has improved sequentially in each of the past six years. Our fiscal Q4 results show y/y growth in contact center products and networking and sequential growth in unified communications, and were above our expectations, including adjusted EBITDA performance that was an Avaya record. We provide mission critical communications infrastructure to many of the world s largest companies, hospitals, schools and government institutions, including 90 percent of the Fortune 100. The chapter 11 filing does not alter the commitments we ve made to our customers, whether it s product and roadmaps, service engagements, cloud services or maintenance contracts. The Company has filed a number of first-day motions with the Court to facilitate a smooth transition into chapter 11 and minimize business disruption. Among other things, the first-day motions request authorization to continue certain customer and partner programs in the ordinary course of business. Avaya Page 5 of 6
6 We do not anticipate any scenario in which Avaya would cease its operations or discontinue its products and world-class customer support. Q28. Will in-process quotes and deals be honored for customers? The Company intends to honor and process quotes and orders in the ordinary course of business, subject to Court approval. Q29. Will in-process quotes and orders be honored for partners? The Company intends to honor and process quotes and orders in the ordinary course of business, subject to Court approval. Q30. Will you continue to guarantee Service Level Agreements (SLAs)? We are keenly focused on minimizing disruption to our customers and do not expect to experience any material disruptions as a result of the chapter 11 filing. We are fully committed to providing our customers and partners with the same innovative products and industry-leading service you have come to expect from us. Q31. How will this affect the Avaya Edge Partner Program? Gem levels? Revenue targets? Discounts? MDF? Promotions? Other benefits? The Company has filed customary first-day motions with the Court to promote a smooth transition into chapter 11 with minimal business disruption. Among other things, the first-day motions request authorization to continue certain customer and partner programs in the ordinary course of business. Q32. Do partner programs remain intact? We do not expect any changes to these programs. The Company has filed a number of customary first-day motions with the Court to facilitate a smooth transition into chapter 11 and minimize business disruption. Among other things, the motions request authorization to continue certain customer and partner programs in the ordinary course of business. Q33. Can partners still quote products and services, including Cloud offers? Yes. Partners can continue to quote and order Avaya goods and services, and Avaya will continue to accept, fulfill and support those orders in the ordinary course of business. Q34. Do you have a plan for providing updates? Yes, we are committed to providing regular updates to customers, partner and other audiences as we move through this chapter 11 process. This will include our existing newsletters and other communication vehicles, customer events that we hold around the world, regular updates on avaya.com, and a process for collecting and answering customer questions through our sales team and partners. Our account teams and partners will also be equipped with updates to share with customers. Avaya Page 6 of 6
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