Synoptek

IPv4.GLOBAL goes the extra mile when assisting with address transfers.

Assets, including IP addresses, change hands during different kinds of business activity. Mergers and acquisitions frequently involve the transfer of all the assets of one company to another. When this sort of thing happens, language in purchase agreements includes the likes of “and all other assets” to cover undocumented assets being sold. Which is to say, “everything else not explicitly listed here” is being sold by one entity to the acquiring entity.

When blocks of IP addresses – often unused, under-used, and overlooked – are moved from one organization to another, the change of ownership is frequently invisible to all the participants. No one is really aware it has happened at all.

One IPv4.GLOBAL client, Synoptek, has been through a number of transitions, including mergers. It is a global systems integrator and managed IT services provider, offering many services in networking, security, and data management. It is a wordwide organization that has grown impressively.

IPv4.GLOBAL discovered (via registry research) blocks of IP addresses at Synoptek that were acquired during M&A. Many were both unused and not needed for their ongoing and planned operations. The opportunity to sell the surplus for substantial sums was attractive. However, the requirements ARIN (the internet registry involved) places on transfers of IP addresses presented challenges.

These “challenges” aren’t paperwork nonsense. ARIN (and the other RIRs) are deeply concerned with illicit use of IP addresses and so with the illegitimate transfer of them. So, they require proof of ownership when approving any official transfer. When multiple, undocumented, out-of-sight sales or mergers of companies have happened, this can be a problem. Put simply, one must demonstrate that previously un-recorded transfers were legitimate in order for ARIN to recognize the transfer.

Transfer Rules & Requirements

The ARIN community has developed policies to govern IP address transfers. The two broad categories are transfers arising from mergers & acquisitions, and reorganizations. When either of these happens, ARIN’s role is to confirm that there is a chain of title from the original registrant to the new registrant.

ARIN limits itself to validating supplied paperwork. Its objective is to detect and reject illegitimate attempts to gain title to (and use of) another organization’s IP addresses.

It accepts an authenticated copy of the instrument(s) affecting the transfer of assets, such as:

• asset purchase agreement and bill of sale;
• finalized merger or amalgamation agreement filed with a province/state/federal government;
• finalized court order;
• SEC or other public filings that document the transfer of assets.

For name changes, it accepts documents like amended articles of incorporation, or a government verification of name change.

ARIN has processes to detect and defeat a range of attacks used to gain title to someone else’s resources. For instance, they check that the domain name used in mails was not re-registered to impersonate a bankrupt company. Similarly, they look at company registration dates and the places of registration. That way, Example, Inc. of one state can’t impersonate Example, Inc. of another state.

ARIN’s CEO, John Curran, has publicly explained that they look for consistency and coherency.

This sounds simple enough. But the internet’s early registration practices were less formal. Everyone knew everyone and so less formal naming was used. IANA, the top-level registry for all names, numbers and protocol parameters on the internet, can help us see an example of this. Its registration for 12.0.0.0/8 lists “AT&T Bell Laboratories.” But ARIN’s registration was updated last year and shows “AT&T Services, Inc.” along with current contact information.

Limited formal registration records from early on don’t mean that IP addresses cannot be transferred. But ARIN thoroughly reviews the chain of title and that will take some time. Where the chain of title is murky or entirely undocumented, the process gets more complex.

Synoptek & Complications

Specifically, IPv4.GLOBAL discovered a block of IP addresses at Synoptek that had been owned by ImagiNet, a company Synoptek purchased. ARIN was never alerted to the sale of the company and so had no record of the IP address transfer.

Among the interesting complications in transferring official ownership of these blocks to Synoptek was establishing (to ARIN’s satisfaction) that Synoptek legally owned them. There was no explicit transfer of title for them. (That is, both the chain of title and the ARIN transfer were not as they should be.) What’s more, ARIN records about ImagiNet misspelled the company name, making the entire transfer unclear. This typo slowed the process further. To move it along, ARIN provided a blank affadavit that the seller of Imaginet completed so as to establish Synoptek’s title.

Next

In the process of clarifying ImagiNet’s title and the transfer of its IP addresses, it was discovered by IPv4.GLOBAL that two other companies that had been acquired by the same company that owned Imaginet. These (DataXchange and Unicom Communications) also had IPv4 blocks. In various sales, all had been rolled up into Synoptek.

The most interesting wrinkle in this layer of transfers was a competing claim of ownership of DataXchange’s holdings by another ARIN applicant. ARIN, concerned that it might be held liable for a bogus transfer to Synoptek, balked at approving the process. So, Synoptek agreed to indemnify ARIN, holding them harmless in the event of a bad outcome. As a result, the transfer went forward. (No challenge ever materialized.)

Also

One last anecdote worth repeating: In the midst of transfers, affadavits and indemnifications it came to light that one company was purchased in a process involving a holding company. IPv4.GLOBAL unearthed that the CEO of the company being sold and the holding company that acted as intermediary was the same person. ARIN accepted that this transfer was legitimate and approved it.

Qualified Facilitator

Clearly, not all IPv4 address transfers are as challenging as Synoptek’s. However, considerable experience and persistence is necessary to accomplish some of these exchanges. IPv4.GLOBAL is a trusted and practiced resource for any holder of these assets interested in monetizing them.

One important level of expertise recognized by ARIN is that of Qualified Facilitator. The requirements for achieving this status are significant and only competent and able brokers and marketplaces qualify. For more information on the role, see ARIN Qualified Facilitator.

Of course, some brokers, consultants and marketplaces go even further in the service of their clients. As you can see from the description of Synoptek’s process, IPv4.GLOBAL is among the very, very few who go the extra mile to ease the process of transferring addresses.