EX-99.1 5 o40810exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
News Release
  May 28, 2008
Nortel Completes US$675 Million Senior Notes Offering
To Redeem 4.25% Convertibles Notes due 2008
TORONTO — Nortel Networks* Corporation [NYSE/TSX: NT] today announced the closing of the previously announced offering by its principal direct operating subsidiary, Nortel Networks Limited (“NNL”), of $675 million aggregate principal amount of 10.750% senior unsecured notes due 2016 (the “Notes”) in the United States to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), to persons outside of the United States pursuant to Regulation S under the Securities Act, and to accredited investors in Canada pursuant to applicable private placement exemptions. The Notes are fully and unconditionally guaranteed by Nortel Networks Corporation (“NNC”) and initially guaranteed by NNC’s indirect subsidiary, Nortel Networks Inc (“NNI”), and are part of the same class as NNL’s previously issued $450 million aggregate principal amount of 10.750% senior notes due 2016.
NNL expects that the net proceeds from the sale of the Notes will be approximately $655 million, after deducting commissions and other offering expenses. Nortel plans to use these net proceeds, together with available cash, to redeem at par the $675 million outstanding principal amount of NNC’s 4.25% convertible senior notes due September 1, 2008. NNC has issued a notice with respect to the redemption, on June 16, 2008, of the 4.25% convertible senior notes.
The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other place and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions. The Notes and the related guarantees will initially not be fungible for trading purposes with the currently outstanding 10.750% senior notes due 2016. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes and the related guarantees, nor shall there be any sale of the Notes and the related guarantees in any jurisdiction in which such offer, solicitation or sale is unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
*   Nortel, the Nortel logo and the Globemark are trademarks of Nortel Networks.