Nokia Siemens Networks Files Late After-Auction Bid for Nortel’s MEN Assets

When somebody in business tells you it’s not about the money, you’d be wise to take those words with a mound of salt as high as Mount Vesuvius.

It’s nearly always about the money, my friends.

That’s why I think Nokia Siemens Networks (NSN) — the conflicted, divided, and potentially schizophrenic telecommunications-equipment joint venture — ultimately will be successful with its late, after-the-fact bid to acquire insolvent Nortel Networks’ Metropolitan Ethernet Networks (MEN) assets for $810 million in hard cash.

Admittedly, this late bid from NSN is a clear and obvious violation of the bankruptcy-auction process prescribed for the disposition of Nortel’s assets. NSN had a fair shot at Nortel’s MEN assets in the auction ring, and it came up short, losing to a $769-million cash-and-notes bid from Ciena.

According to the rules, Ciena won the auction fair and square. It should rightly take home the prize.

Hold on, though. Who said life, much less bankruptcy proceedings, was fair?

This transaction will come down to an exercise in mathematics. The bankruptcy court has rules to follow, but it also has Nortel creditors breathing down its neck. Those creditors want to squeeze maximum value from Nortel’s residual business assets.

The U.S. Bankruptcy Court for the District of Delaware was to decide today whether to approve the Ciena’s deal to acquire Nortel’s MEN assets. Pursuant to an agreement, Nortel would have to pay Ciena about $21 million in breakup fees and expense reimbursements if it chooses another buyer.

That’s why it all comes down to numbers. If I subtract $21 million from $810 million, I arrive at a sum of $789 million. The winning auction bid from Ciena, which comprises $530 million in cash and $239 million in senior convertible notes due in June 2017, tips the scales at $769 million.

Put yourself in the presumably shiny and eminently comfortable shoes of a Nortel creditor. Would you want $789 million in cash (after the $21 million deduction) or a bid of $769 million that includes only $530 million in cash? I think I know your answer.

The bankruptcy judge would need to be a paragon of probity and rectitude to deny NSN’s after-the-buzzer bid. He’d also need to have a thick skin, because the Nortel creditors won’t forget that they had a chance to get more money from a superior offer, even if it did come after the auction was over.

For Ciena, it’s not all bad news. It’s shareholders seem to rejoice every time the company’s bid for Nortel’s MEN assets is imperiled. Today was no exception, with Ciena shares rising on the NSN announcement.

Said UBS analyst Maynard Um, as quoted by the Wall Street Journal:

“We had earlier stated that we would view any price over $600 million as too high and as such we believe that the market is likely to take this negatively.”

The market might take a dim view, but Nortel’s creditors will respond favorably.

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