Over on the ARIN Public Policy Mailing List (PPML), a debate is raging about whether the Nortel-Microsoft sale of IPv4 addresses took place under ARIN's Specified Transfer Policy. We understand why ARIN's staff wants to spin it that way, but find it amazing that this debate has lasted more than a few minutes. It's obvious to those who have followed the story and read the documents that ARIN's transfer policy was not a factor in this sale. But in an attempt to contribute facts to the debate we provide here, verbatim, the Amended and Restated Asset Sale Agreement between Nortel and Microsoft. This is the redline version which shows the modifications ARIN was able to secure by intervening in the bankruptcy proceeding.
The document clarifies several issues. It shows that there was an agreement to sell the IPv4 addresses dated March 16 that was concluded without ARIN, and which never mentioned ARIN or its policies at all. After ARIN intervened some language in the contract was modified. The new April 13 agreement notes only that ARIN was notified of the sale; that Microsoft agreed to enter into an LRSA with it, and that “Other than entry into the LRSA, no Consent from ARIN or any other regional internet registry is required for the purchase of Seller’s Rights…”
Conspicuously absent: there is no reference whatsoever to ARIN's Specified Transfer Policy.There is no reference to ARIN's Number Resources
Policy Manual (NRPM), or to the NRPM's section 8.3, which deals with transfers. There is no agreement of any kind between Nortel and ARIN. There is no reference to a needs assessment; indeed, the statement that “no consent from ARIN…is required for the purchase” implies that Microsoft did not require a “needs assessment.” Furthermore, the issuance of an LRSA to the buyer is not consistent with ARIN's transfer policy.
In short, ARIN was a hanger-on to this agreement, not the policy setter. And despite ARIN's obvious efforts to moderate the property rights claims of the seller and buyer, it succeeded only in placing a few figleafs here and there. Case closed.