SecProbe.io

March 19, 2020
Kevin Speed
Chief Accounting Officer
Avaya Holdings Corp.
4655 Great America Parkway
Santa Clara, CA 95054
Re:Avaya Holdings Corp.
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed November 29, 2019
Form 10-Q for the Fiscal Quarter Ended December 31, 2019
Filed February 10, 2020
Form 8-K
Filed February 10, 2020
File No. 001-38289
Dear Mr. Speed:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2019
Note 5. Fresh Start Accounting, page 87
1.Please demonstrate to us how the reorganization value of your assets immediately before
the date of confirmation was less than the total of all post-petition liabilities and allowed
claims, as provided by ASC 852-10-45-19.
Note 12. Financing Arrangements, page 108
2.We refer to your amended Term Loan Credit Agreement. Please tell us how you
determined the amendment should be accounted for as a loan modification, including the
result of your 10% cash flow test. Please refer to ASC 470-50-40-9 through 40-10 for

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 Comapany NameAvaya Holdings Corp.
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 FirstName LastNameKevin Speed
Avaya Holdings Corp.
March 19, 2020
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guidance.
Form 10-Q for the Fiscal Quarter Ended December 31, 2019
Note 5. Strategic Partnership, page 12
3.In regard to your strategic partnership agreement with RingCentral, we have the following
comments:

•Please provide us with the journal entries you recorded to reflect the transaction.

•Please tell us how many shares of stock you received from RingCentral and how
many shares remain subsequent to your sale of shares.

•Please more fully explain to us how you intend to recognize revenue on the amounts
recorded in contract liabilities at December 31, 2019, as it pertains to future fees and
licensing rights, including the nature of such fees and licensing rights and the
performance obligations that must be satisfied. Please cite the authoritative literature
you intend to rely upon.
Form 8-K filed February 10, 2020
Exhibit 99.1
4.In future filings, please revise:

•Your bullet point financial highlights to also present the corresponding GAAP
measure related to Adjusted EBITDA with equal or greater prominence;

•Your additional key performance metrics to also provide the corresponding
percentages of GAAP revenue, associated with product or services you have
identified, with equal or greater prominence; and

•Your financial outlook guidance to also present the corresponding GAAP guidance
with equal or greater prominence.

Please refer to Question 102.10 of the Division of Corporation Finance's Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures for guidance.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameKevin Speed
 Comapany NameAvaya Holdings Corp.
 March 19, 2020 Page 3
 FirstName LastName
Kevin Speed
Avaya Holdings Corp.
March 19, 2020
Page 3
            You may contact Dale Welcome at 202-551-3865 or SiSi Cheng at 202-551-5004 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing