1. What is APIDT?
2. What does APIDT do?
The Asia Pacific Internet Development Trust (APIDT) funds Internet development initiatives in the Asia Pacific region, through the APNIC Foundation and other partnerships.
It supports technical skills development and capacity building, improves critical Internet infrastructure, encourages research and development, and increases the community’s capability to build an open, global, stable and secure Internet.
3. How is APIDT funded?
On 25 March 2020, APIDT received a transfer of a range of historical IPv4 address space, from WIDE Project, Japan, on two conditions: that it be offered for sale on the IPv4 address market, and that the proceeds be used in support of Internet development in the Asia Pacific region.
The sale of the transferred address space provided the initial capital funding for APIDT. The proceeds of the fund support the aims of the Trust.
4. How were these decisions made?
The decision to transfer and sell the historical resources was made entirely by WIDE, the holder of the historical address space. APNIC was invited to work together with WIDE, because of APNIC’s successful track record of supporting Internet development in the region.
5. How is APIDT structured?
APIDT has a corporate Trustee*, incorporated in Australia by APNIC and WIDE Project, serving jointly as guardians of the Trust. All details including the Deed of Trust are available on the APIDT website.
*APIDTT Pty Ltd (Australian Company Number 638 389 072).
6. Who controls APIDT?
APIDT is controlled by its corporate Trustee, APIDTT Pty Ltd, which is legally bound to administer APIDT in accordance with its Deed of Trust. APIDTT Pty Ltd has onerous legal obligations and fiduciary duties to always act in good faith and honesty, and with due care, skill and diligence, in the best interests of the beneficiaries under the Trust.
7. What IP addresses were transferred to the Trust?
The address space transferred to APIDT was the remaining historical IPv4 space within 43/8, a “Class A” block which was assigned by the IANA (the Internet Assigned Numbers Authority) to the WIDE Project in 1991. The transfer was performed under the APNIC Historical Resource Transfer Policy.
8. What is Historical IPv4 space?
Historical addresses are those which were assigned by the IANA prior to the existence of APNIC and other Regional Internet address Registries (RIRs).
Under the APNIC policy framework, historical addresses are not subject to the regular APNIC management policies, but may be freely transferred under the Historical Resource Transfer policy. In this process they also become “current” (no longer historical) resources, and therefore subject to APNIC policies.
9. Why were the addresses not returned to the APNIC unallocated pool?
The address space held by WIDE Project was historical space, and was not made available for return to the APNIC unallocated address pool under any circumstances. The space was made available ONLY on the conditions described above (in Q3), and these conditions were accepted after due consideration by the APNIC Executive Council.
10. How will the proceeds be used by APIDT?
The proceeds received by the Trust were placed in an investment fund to produce a continuous long term financial return. This funding stream will support Internet development activities through the APNIC Foundation and other channels.
11. What APIDT accountability measures are in place?
APIDT will maintain transparency in its governance, financial and operational affairs, including producing annual reports and annual financial audits.
IPv4 Address Space Disposal
Please note that APIDT’s IPv4 address space disposal process is now complete.
12. Who designed APIDT’s IPv4 address space sale process?
International consulting firm KPMG and legal firm Maddocks were commissioned to advise the Trust in the design of the sale process . Both teams involved have extensive experience in conduct and probity of large commercial transactions, including sales of public assets.
13. What were the principles for designing this sale process?
APIDT asked KPMG and Maddocks to design a process for sale of address space which would:
- Ensure an open, transparent and efficient process, meeting high standards of probity and accountability
- Maximise the funds raised to support the objectives of the Trust
- Ensure the opportunity to participate in the sale is open to multiple organisations, through a structured, staged approach.
14. What is a ‘Sale by Tender’?
The process chosen for the sale of the address space was called a ‘Sale by Tender’, and it was chosen in line with the guiding principles above. In a ‘Sale by Tender’ process, any participant can submit an offer, or tender, to purchase the item which is for sale. The best tender or tenders are then chosen, according to known selection criteria, before the sale (or sales) then go ahead.
15. Was this an auction?
No. Like an auction, a Sale by Tender is a ‘competitive’ process, however in a Sale by Tender, each participant can only submit a single offer. The successful offer (or offers) are then selected, and there is normally no chance for offers to be increased.
16. How was the purchase price set?
The price for IPv4 addresses is established by the market, and by the highest bid in this Tender process. There is no official independent authority on the IPv4 market, but information may be obtained from recent industry reports available online. Tenderers were encouraged to complete their own pricing research and analysis before submitting a bid.
17. Who selected the best offer?
The successful offers were finally selected by the Trustee, after assessment and shortlisting by KPMG and Maddocks according to established selection criteria and a process which ensured objectivity and independence.
18. What was the selection criteria?
The primary selection criteria for the successful tenders was the price offered, on a per-address basis, along with any specified contractual terms or requirements. For more information, please refer to the Sale Process document.
19. Who could submit a tender?
Any organisation which is incorporated in any part of the APNIC service region, or any existing member of APNIC, or of an APNIC-affiliated NIR member, was able to participate. Regarding APNIC membership, more information is available here.
20. How was the sale conducted?
The sale of address space by the APIDT was conducted in three stages. This method was chosen to ensure the opportunity to participate in the sale was open to multiple organisations.
In each stage, one block of addresses was offered for sale, as follows:
21. How was the address space subdivided for sale?
In each stage, the block of address space being sold was subdivided into a number of smaller blocks, and tenders (offers) could be submitted for one or more of those blocks.
Block Size: /12
Block Size: /14
Block Size: /16
Number of blocks: 8
Number of blocks: 16
Number of blocks: 32
22. How much address space could be bid for?
In each stage, each participant was able to submit a single offer for any number of available blocks at the participant’s chosen price. Additionally, participants could indicate whether or not they were prepared to accept a smaller number of blocks, at that same price. It was not possible to submit multiple, complex or conditional offers.
For more information, please refer to the Sale Process document.
23. Could a participant bid in multiple rounds of the sale?
Any participant who was successful in one stage of the sale was not permitted to participate in bidding again in subsequent stages; however if unsuccessful, they could participate again in later stages.
24. What were the contractual terms?
The proposed contract of sale (Standard IPv4 Address Space Transfer Agreement) was published with the Request for Tenders document on 25 May 2020. Participants could state if they accepted these terms, or if they proposed variations, which must be fully detailed. Any variations were considered in the selection process. See each stage for all relevant documents.
25. Could the contractual terms be changed?
A tenderer was not required to accept all the terms of the Standard IPv4 Address Transfer Agreement and could submit a marked-up revision of that agreement, or its own proposed agreement. If it did so, then the tenderer’s proposal was evaluated against other competing tenders, and against the Standard IPv4 Address Transfer Agreement, and if considered unacceptable or less desirable, could be rejected for that reason.
26. Was there an opportunity for negotiation?
While the Trustee reserved the right to negotiate with any short-listed tenderer (among other rights), it was not the intention of the trustee to invite negotiations on bids. Tenderers proceeded on an assumption that their tender was considered final, and the Trustee would make its selection accordingly.
27. What was the selection process?
After validating and de-identifying the tenders, KPMG and Maddocks jointly selected a shortlist of tenders which were candidates to receive a transfer under APNIC transfer policies. Any shortlisted tenders that required pre-approval were required to submit a transfer application to APNIC or an NIR for assessment under the APNIC transfer policy.
28. What about the APNIC ‘needs assessment’?
Every address transfer requires a ‘needs assessment’ and approval under APNIC policies before it can proceed. If a successful tenderer already had a “pre-approval” for the required amount of address space, then the transfer (and sale) could proceed without further review; however if not, then a transfer request needed to be submitted and approved by APNIC following the usual process before the transfer (and sale) could proceed.
29. What was the timing of the sale?
Tenders first opened on in May 2020 and the Trust announced the signing of the final transfer agreement in July 2021.
30. How were conflicts of interest or potential conflicts of interest among WIDE Board and APNIC EC Members handled?
Every person involved in the address sale process – including KPMG, Maddocks, APIDT, APNIC, and WIDE – were asked to declare any conflict or potential conflict of interests. Those individuals found to have a conflict did not participate in any business related to the development of the sale process and any internal discussions around the sale.
31. What other probity measures were in place for the sale?
APIDT was committed to a fair, transparent and accountable IPv4 address sale process, free from corruption and conflict of interests (or perception of these things).
KPMG de-identified bidders in the early stages of the tender process and ensured the tender process was conducted as agreed. Maddocks Lawyers supported by providing legal and probity advice.
Tenderers could not seek the assistance of staff, contractors, directors or EC members of KPMG, Maddocks, APIDT, APNIC or WIDE. All questions regarding the process were channeled to APIDT via firstname.lastname@example.org. Any question and answer about the sale process that was regarded as material was publicly published on this site in the Tenders section.
32. How was each sale and transfer completed?
To complete the sale after payment was received, the Trust requested the transfer(s) of the addresses, which were processed and registered in the normal way by either APNIC or the relevant APNIC NIR. The registry’s public whois database provides details of the new holder (the successful purchaser) of each transferred address block.
33. Will the purchase prices be disclosed?
The tender process was confidential, and the Trustee does not intend to disclose the transaction price for individual transfers. However, for transparency the Trustee disclosed the total funds raised after the entire sale process of all three stages was completed.
34. What happened after the sale?
After the transfers were completed, the address space became subject to normal APNIC address management policies, including the payment of APNIC annual membership fees.
Important note: APNIC membership fees are independent from and additional to the price paid for purchase of the address space. More information on APNIC fees is available here.
35. How did the Primary and Alternate Offer System work in Stage 2?
Under the APIDT Address Space Request for Tenders Process, (RFT Process) in order to generate an optimum return to support APIDT’s Objects, the tender price was a primary criterion in selecting successful Tenders, assuming that Tenderers were otherwise qualified to receive the transfer of the addresses under APNIC or APNIC NIR rules and there were no other material risks for APIDT in Tenderer’s offers.
However, APIDT also recognised that for Stages 2 and 3 of the process, Tenderers may have wished to make different price offers per address based on the amount of address space they may receive.
Accordingly, APIDT implemented a Primary Offer and Alternate Offer approach for Stage 2.
Tenderers could make a single Primary Offer, for example 16 blocks for USD$32 per address. The total price for this offer would be 16 blocks x 262,144 addresses per block x USD$32 per address = USD$134,217,728. If this offer resulted in the highest financial return to APIDT and met all of APIDT’s other requirements, APIDT could simply accept this offer.
Tenderers could, but didn’t have to, submit one or more Alternate Offers which APIDT could also consider. There was no limit to the number of Alternate Offers a Tenderer may submit.
Each Primary or Alternate Offer was separate binding offer which APIDT could accept or reject. Where a Tenderer submitted an Alternate Offer for a range of blocks, APIDT could select any whole number of blocks in that range (inclusive) at the price specified in that Alternate Offer.
APIDT and its evaluators assessed all valid Primary Offers and Alternate Offers received in accordance with the evaluation process set out in the RFT Process, which required the creation of a short list of Tender offers ranked on Tender price which resulted in the highest financial return for APIDT.
For example, if a Tenderer (Tenderer A) wished to acquire up to 16 blocks for USD$32 per address it would:
1. Submit a Primary Offer for 16 blocks at USD$32 per address; and
2. Submit an Alternate Offer for between 1 and 16 blocks at USD$32 per address.
In this scenario, if APIDT received another Primary Offer from a different Tenderer (Tenderer B) for 5 blocks at USD$34 per address, it could accept Tenderer A’s Primary Offer and the Tenderer B’s Alternate Offer for 11 blocks at USD$32 per address.
Assuming both Tenderer A and Tenderer B have submitted a properly executed copy of the Standard Transfer Agreement, APIDT would issue both Tenderers with a Standard Transfer Agreement signed for APIDT and issue:
1. Tenderer A with an invoice for 11 blocks x 262,144 addresses per block x USD$32 = USD$92,274,688; and
2. Tenderer B with an invoice for 5 blocks x 262,144 addresses per block x USD$34 = USD$44,565,480.
On the completion date (30 days after the date of the Invoice, unless varied under the Standard Transfer Agreement), upon payment of the transfer price by each Tenderer, APIDT will then initiate the transfer of the relevant blocks to Tenderer A and Tenderer B.