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SCO Has a Bid; Would Like More - Updated
Tuesday, October 23 2007 @ 05:21 PM EDT

SCO has filed a Motion to Approve Emergency Motion of the Debtors for An Order (A) Approving Asset Purchase Agreement, (B) Establishing Sale and Bidding Procedures, and (C) Approving the Form and Manner of Notice of Sale [PDF]. It asks the court to let it happen. There are more filings, which I'll put up here shortly, but I was pretty sure you'd want to know about this one immediately.

SCO wants to sell off certain of its Unix assets, namely "certain related claims in litigation, as well as certain transfer, cross-license and related agreements pertaining to the Hipcheck product line and Me Inc. Mobile intellectual property." They say York Capital Management wishes to buy them. Or, more precisely, the Purchaser is "a newly formed entity affiliated with one or more funds managed by JGD Management Corp. d/b/a York Capital Managment".

I guess this plan sounds better to SCO than paying Novell and going into Chapter 7. Here's the APA [PDF]. I seriously wonder how SCO can get the court to agree to sell off its assets, when it owes already more than it can pay, according to the likely Utah court's view, on a hope and a dream about SCOsource. But hey, nothing in this case is normal. And I'm not so sure about some of the players, either.

Among the excluded assets are "Seller's litigation with Novell and IBM, and its claims and choses in action other than the Linux Litigation." The total purchase price, SCO says, consisting of cash and non-cash components is "in the estimated aggregate amount of up to $36,000,000". SCO has to reimburse up to $50,000 of York's fees and expenses in connection with the deal. And if York is designated as "stalking horse" under the Bid Procedure Order, and if others outbid York, SCO has to pay them a $780,000 breakup fee and reimbursement of all expenses incurred by York up to $300,000. Hey, big spender.

So, you tell me: which of them is most nuts? They want to have an auction on who wants to sue AutoZone and resurrect SCOsource? Hey, folks. The line starts here. Don't push.

And here are all of today's filings:

149 - Filed & Entered: 10/23/2007
Motion to Approve (B)
Docket Text: Motion to Approve Emergency Motion of the Debtors for An Order (A) Approving Asset Purchase Agreement, (B) Establishing Sale and Bidding Procedures, and (C) Approving the Form and Manner of Notice of Sale Filed by The SCO Group, Inc.. (Attachments: # (1) Exhibit A # (2) Exhibit B # (3) Proposed Form of Order) (O'Neill, James)

150 - Filed & Entered: 10/23/2007
Memorandum of Law
Docket Text: Memorandum of Law in Response to Novell, Inc.'s Motion for Relief from Automatic Stay to Proceed with District Court Action to (I) Apportion Revenue from Scosource Licenses and (II) Determine SCO's Authority to Enter into Scosource Licenses, etc (related document(s)[89] ) Filed by The SCO Group, Inc.. (Attachments: # (1) Certificate of Service & Service List) (Werkheiser, Rachel)

151 - Filed & Entered: 10/23/2007
Motion to Shorten Time (B)
Docket Text: Motion to Shorten Time Motion to Fix a Hearing Date and Shorten Time on Emergency Motion of the Debtors for an Order (A) Approving Asset Purchase Agreement, (B) Establishing Sale and Bidding Procedures, and (C) Approving the Form and Manner of Notice of Sale (related document(s)[149] ) Filed by The SCO Group, Inc.. Hearing scheduled for 11/6/2007 at 11:00 AM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections due by 11/1/2007. (Attachments: # (1) Proposed Form of Order) (O'Neill, James)

152 - Filed & Entered: 10/23/2007
Operating Report
Docket Text: Debtor-In-Possession Monthly Operating Report for Filing Period September 2007 for The SCO Group, Inc. Filed by The SCO Group, Inc.. (Attachments: # (1) Certificate of Service and Service List) (O'Neill, James)

153 - Filed & Entered: 10/23/2007
Operating Report
Docket Text: Debtor-In-Possession Monthly Operating Report for Filing Period September 2007 for SCO Operations, Inc. Filed by The SCO Group, Inc.. (Attachments: # (1) Certificate of Service and Service List) (O'Neill, James)

As you can see, SCO would like the shorten the time to object (or wake up and smell the coffee, joke, joke) and thus they'd like the court to add their emergency motion to the November 6th hearing. It seems they wrote up the terms of the proposed sale in such a way that they need to finish this off by November 9. Like that was not within their control. So, pretty please could SCO hold an auction asap? And SCO has also filed its monthy operating report for September and its response to Novell's request to lift the stay so it can get back to Utah and try to get some of its money before SCO spends it all.

Are these guys a hoot or what? I simply love watching SCO dance. Gold star to whoever finds Waldo first. He's got to be hiding in the bushes somewhere.

If you look at the proposed APA (note there are two versions, the second, later dated one signed only by Darl McBride, beginning on page 14 of Exhibit A), you will see that the buyer is a Delaware corporation. Where else? In this brochure [PDF] York Capital Management describes its investment style as "opportunistic" and "event driven". Well. Perfect. Love this sentence: "Adding incremental beta risk into a portfolio can help create alpha." Say. They talk like Darl. This is a match made in heaven. Here's what's listed in the "Transferred Assets" column:

Except for the Excluded Assets, the Seller will sell, assign, transfer and convey to Purchaser all right, title and interest in and to the assets, properties and rights of Seller used or useful in connection with the operation of the SCO Unix Business or Seller as conducted in the past, present or proposed to be conducted, tangible and intangible, pursuant to Section 363 of the United States Bankruptcy Code (the "Transferred Assets"_. The Transferred Assets shall include, without limitation, all of the following: (a) all tangible personal property, supplies, computers, printers, equipment, furniture, fixtures, goods and other similar assets; (b) all rights and benefits under agreements, contracts, leases, licenses, instruments, general intangibles, commitments and understandings, written or oral, identified in writing by Purchaser to Seller (the "Designated Contracts"); (c) all trade names, trademarks, service marks and service names (including, without limitation, registrations, licenses and applications pertaining thereto), together with all goodwill associated therewith (the "Trademarks"); (d) all (i) customer and client lists, vendor lists, catalogues, data relating to vendors, promotion lists and marketing data and other compilations of names and requirements, (ii) telephone numbers, internet addresses and web sites, and (iii) other material information related to Seller's business; (e) all source code, object code, computer programs, designs, processes, drawings, schematics, blueprints, copyrights, copyright applications, inventions, processes, know-how, trade secrets, patents, patent applications and other proprietary information, including, but not limited to, the registered copyright applications, inventions, processes, know-how, trade secrets, patents, patent applications and other proprietary information (collectively with the Trademarks, the "Intangible Property Rights"); (f) all inventories and work in process of Seller; (g) all accounts, accounts receivable, notes receivable, chattel paper, documents, and all other receivables of any type or nature of Seller including, but not limited to, all accounts receivable arising from bona fide transactions for the sale of licenses or maintenance or services, entered in good faith, involving existing products of Seller entered into in the ordinary course or business that meet agreed upon requirements; (h) any cause of action, claim, suit, proceeding, judgment or demand, of any nature, of or held by Seller against any third parties (except to the extent such suit is an Excluded Asset), including, but not limited to, those lawsuits pertaining to the Linux operating system in which the Seller is presently engaged and all present and future enforcement rights against third parties (other than IBM and Novell) pertaining to the Linux operating system (the "Linux Litigation"); (i) all goodwill associated with Seller's business and the Transferred Assets, including all of the Intangible Property Rights; and (j) all rights in and to any governmental and private permits, licenses, certificates of occupancy, franchises and authorizations, to the extent assignable, used in or relating to Seller's business or the Transferred Assets.

Only SCO would dream of selling its good will, after what appears to be a deliberate running of the company's once good name into the ground, and think they deserve to be paid for it. I note on page 4 that SCO excludes "certain assets and rights relating to employee benefits to be mutually agreed." Hahahaha. Don't want to forget the employees. SCO retains all the liabilities, pretty much, except York, as I'll call the Purchaser, has to pay all litigation expenses that arise after the closing on Linux litigation. And SCO gets to put $10 million in a "Litigation Credit Facility to fund litigation expenses", and York "shall be granted warrants for a 20% interest up to $100,000,000, in any and all litigation net ... proceeds..." I kid you not. The second version has Darl's initials on handwritten changes, dated October 22, but the same changes are incorporated into the one that indicates it was signed on the 19th, with the Managing Director's initials but no date. Now, if I were a paralegal on the deal, that would raise my eyebrows a little. This is a loan. If SCO doesn't pay the interest, what happens I wonder? They crush their knee caps? Nah. It says if and when SCO emerges from bankruptcy, York will let SCO continue to use the credit, but at that point York gets "a first-priority security interest in all of its assets without restriction". Which I believe would ace Novell nicely.

Wait. There's more. SCO gets a cut of any successful Linux litigation, and get this: "Seller shall agree to allow Purchaser to create an incentive plan for key members of the Seller management team required by Purchaser in order to pursue the Linux Litigation." Hmm. Who could that be? Let's guess. I say Darl. Let's face it. They can't do this without him. Not any more. He knows too much.

I get why SCO wants this. They get money to pursue an appeal, and Novell gets nothing. The mind simply reels with thoughts as to why anyone would buy, though. They haven't been paying attention? There are shareholders behind the deal who don't want to be left holding the bag and figure trying for an appeal and holding SCOsource just in case is better odds than what they are otherwise facing? More delay? The bankruptcy delays the Utah court; now this delays the bankruptcy. Or is there a player still hoping to get the copyrights away from Novell? So after SCO sells its assets and keeps the liabilities, what business will SCO be in? Is this not Baystar's pipe dream? Just focus on the IBM/Novell litigation, Baystar urged SCO long ago.

Or is it as simple as it looks -- that someone very much wants Linux to be kept under a perpetual, manufactured legal cloud and is willing to pay a lot of money to get it? Or simpler still: that SCO has no intention of exiting Chapter 11, or pursuing the litigation except in a pro forma sense, but can't say so until all the money is poofed? That this is Darl's "So long, Suckas" moment?

I'm telling you, they'll be making movies about all this one day. This is on such a grand and ridiculous scale, nothing less than a Movie of the Week, for sure.

Update: SCO has now filed an 8K in which it describes its move like this:

On October 22, 2007, the Company entered into an agreement whereby a purchaser intends to acquire substantially all assets used by the Company in connection with its SCO UNIX Business and certain related claims in litigation, and to provide financing to the Company, pursuant to Section 363 and 364 of the Bankruptcy Code. On October 23, 2007, the Company filed a motion with the Bankruptcy Court relating to this proposal. The motion, which is on file with the Bankruptcy Court, describes the details of the proposed transaction.

There can be no assurance that the Bankruptcy Court will approve the proposed transaction or that final documentation will be reached on terms satisfactory to all parties.

Well, that's truthful. I doubt the court will approve it as is. This is, by the way, the first SEC filing on behalf of the SCO Group signed by Ken R. Nielsen, the temp Chief Financial Officer.


  


SCO Has a Bid; Would Like More - Updated | 405 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
Get out your hankerchiefs
Authored by: Anonymous on Tuesday, October 23 2007 @ 05:47 PM EDT
Years ago I saw a movie "Get out your handkerchief" In it was a line
"This woman is no ordinary crazymaker" (actually the line was slightly
different but when I last used the real line it got deleted). The though still
goes "This company is no ordinary crazymaker"

[ Reply to This | # ]

Corrections here...
Authored by: Erwan on Tuesday, October 23 2007 @ 05:48 PM EDT
If any

---
Erwan

[ Reply to This | # ]

Off Topic here...
Authored by: kbq on Tuesday, October 23 2007 @ 05:51 PM EDT
Please remember to make links clicky.

[ Reply to This | # ]

News picks discussions here...
Authored by: Erwan on Tuesday, October 23 2007 @ 05:52 PM EDT
As usual

---
Erwan

[ Reply to This | # ]

Wonder
Authored by: Anonymous on Tuesday, October 23 2007 @ 05:54 PM EDT
Gee, it makes you wonder who owns/is behind the company making such offers.

[ Reply to This | # ]

SCO Has a Bid; Would Like More
Authored by: Anonymous on Tuesday, October 23 2007 @ 05:55 PM EDT
Hmmm.

Sell off the assets, retain the liabilities, and go into 'chapter 7'.

Somehow I don't expect the Chapter 11 creditors to agree to this, unless they
are paid in full first. Cash.

[ Reply to This | # ]

Litigation as an asset??
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:05 PM EDT
Excluded assets include "Seller's litigation with Novell and IBM,"
riiiight.

First of all, the fact that they consider "litigation" as an asset
shows just how screwed up this company really is. I don't buy lottery tickets
and list them as "assets."

Second, how in the world is the Novell and IBM litigation an "asset?"
Didn't they file this whole bankruptcy thing to protect themselves from their
own lawsuits against Novell and IBM?

[ Reply to This | # ]

These guys sure can dance!
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:05 PM EDT
I want to see the "non-competition" bonuses the principals are getting from York for this.

Yet another attempt to steal Novell's money. Nothing interesting here, let's move along ...

J

[ Reply to This | # ]

I'm awed ...
Authored by: Latesigner on Tuesday, October 23 2007 @ 06:09 PM EDT
This could be the next "Thank You For Smoking".

---
The only way to have an "ownership" society is to make slaves of the rest of us.

[ Reply to This | # ]

SCO Has a Bid; Would Like More
Authored by: GriffMG on Tuesday, October 23 2007 @ 06:15 PM EDT
I am willing to enter the bidding.

I will offer 1,000 bucks US for SCO.

Right now.

I have the cash on hand.

---
Keep B-) ing

[ Reply to This | # ]

The breakup fee is the game here...
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:19 PM EDT
York Capital Management held upwards of 90K shares of SCOX in the 2005-2006 time
frame (as JGD Management - Jamie G. Dinan is principal for both entities). While
York might be genuinely interested in acquiring certain property or rights from
SCO, they are quite possibly MORE interested in SCO being authorized to make a
deal, then break it up. A breakup fee of $780K could be viewed by York as
"money for nothing, chicks for free" - and Darl does seem bent on an
end game of disbursing SCO's remaining assets to his "friends".

U.S. Trustee Joseph McMahon has viewed this sort of arrangement with a jaundiced
eye in the recent past, however:

"New Century Financial Corp., the largest subprime lender in bankruptcy,
shouldn't be allowed to sell $50 million worth of mortgages to a Royal Bank of
Scotland Group PLC subsidiary, the U.S. trustee said in court papers.

New Century should be forced to eliminate or reduce a $1 million breakup fee and
announce how it will protect consumer financial data before approval, U.S.
trustee attorney Joseph McMahon said in court papers filed today in Wilmington,
Delaware bankruptcy court.

The breakup fee is nothing more than a "$1 million windfall" for Royal
Bank, McMahon said in the filing. The fee would be paid by New Century to the
bank if the sale isn't completed. The U.S. trustee monitors bankruptcies on
behalf of the U.S. Justice Department."

http://quote.bloomberg.com/apps/news?pid=20601087&sid=acDKDs56wmxc

[ Reply to This | # ]

SCO Has a Bid
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:21 PM EDT
SCO never ceases amaze and entertain. Maybe they can also auction off their
rights to a book and screen play?

[ Reply to This | # ]

The Primary Effect
Authored by: rsteinmetz70112 on Tuesday, October 23 2007 @ 06:21 PM EDT
Seems to be to prevent IBM and more explicitly Novell from recovering their
judgments or reclaiming Unix. The purchase price is almost high enough to pay
Novells judgment.

SCO keeps the lawsuit.
York gets the assets.

The filing from Novell should be interesting.

I also wonder if York is representing anyone or are using their own money.

---
Rsteinmetz - IANAL therefore my opinions are illegal.

"I could be wrong now, but I don't think so."
Randy Newman - The Title Theme from Monk

[ Reply to This | # ]

They say York Capital Management wishes to buy them.
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:22 PM EDT
One of gazillions of staff at York Capital Management has an appropriate degree

for the SCO circumstances - Jeremy Blank A.A. in Bible from Yeshiva.

Is that the necassary requirement for dealing with SCO - a hope and a prayer! ;)

[ Reply to This | # ]

SCO Has a Bid; Would Like More
Authored by: fandom on Tuesday, October 23 2007 @ 06:25 PM EDT

Since they exclude: "Seller's litigation with Novell and IBM, and its claims and choses in action other than the Linux Litigation.

Doesn't that mean that they do get the Linux related litigation against IBM and Novell?

But, why would someone pay 36 million dollars for the the right to be slaughtered in court? Haven't they noticed they already lost?

[ Reply to This | # ]

...with all goodwill associated therewith
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:25 PM EDT
from the APA. Hysterical!

[ Reply to This | # ]

Doesn't Novell have a veto?
Authored by: sleadley on Tuesday, October 23 2007 @ 06:38 PM EDT
It's a wookie. That's the charitable interpretation. More likely it's just wildly erratic thrashing in extremis. Why would anyone in their right mind pay for assets that Novell can veto the transfer of? Webster makes a similar point.

---
Scott Leadley

[ Reply to This | # ]

Suggestions as to the whearabouts of Waldo here
Authored by: DFJA on Tuesday, October 23 2007 @ 06:52 PM EDT
.

---
43 - for those who require slightly more than the answer to life, the universe
and everything

[ Reply to This | # ]

Well...
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:55 PM EDT
Given that the first word on the subject came from MOG (see newspicks), and that
everything previously "leaked" by MOG has turned out to be pure
fantasy, I'm guessing this is more about muddying the upcoming hearings than it
is about a buyout.

[ Reply to This | # ]

The movie when it is made ....
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:56 PM EDT

Will be even zanier than 'Babarians at the gate'

DSM

(that movie was about Johnson & his antics as CEO of RJR Nabisco & how
he attempted a leveraged buyout of the company but got pipped at the post (he
was stunned) by KKR who then installed Lou Gerstner (later to become IBM CEO) to
run the show. At the time it was the largest leveraged buyout in US corporate
history).

[ Reply to This | # ]

An SCO definition of SVR licenses
Authored by: Anonymous on Tuesday, October 23 2007 @ 06:58 PM EDT
SVR licenses referred to the legacy System Y version of Unix that was created well before the sale of the business in 1995. Unix ware was the more current product sold by sca, and which is not subject to the royalty retention which relates solely to SVR licenses. The Asset Purchase Agreement did not expressly identify the SVR licenses covered by the royalty provision, which led to the dispute between Novell and sca over the proper interpretation of that provision.

[ Reply to This | # ]

Term: "excluded assets" used in York/SCO APA
Authored by: Anonymous on Tuesday, October 23 2007 @ 07:07 PM EDT
Didn't SCO 'pretend' that the use of the term "excluded assets" in the
Novell/SCO APA was just a sigmund of imagination and didn't really mean anything
?

[ Reply to This | # ]

Proposed APA
Authored by: Anonymous on Tuesday, October 23 2007 @ 07:10 PM EDT
I wonder if SCO intends that the proposed APA be interpreted as it plainly
reads?

[ Reply to This | # ]

SCO Has a Bid; Would Like More
Authored by: Anonymous on Tuesday, October 23 2007 @ 07:12 PM EDT
Here's a guess as to understanding/deconstructing SCO's move:

1) Judge Kimball's trial on the matter of determining the size of the
constructive trust was a pending event that at least 2 parties (SCO and
Microsoft, with SUN a third possibility) could NOT let happen.

Novell's devastating Trial Brief filed Sept.14th laid in in excruciating
detailed preview, how the trial would actually play out. It was not pretty for
Darl and his friends.

As the trial brief laid out, Novell would make the initial claim that ALL of the
Microsoft license $$s and SCOsource $$ and SUN $$ were UNIX license fees. SCO
would then be bound to make its case that some or all of the license $$ were not
UNIX licensing, and, critically, SCO absolutely HAD to put on evidence to
support because SCO had to bear the burden of proof. The trial brief then
implies what would follow: for each SCO witness trying to make that case,
Novell would be permitted to cross-examine and raise the issues as to exactly
what transpired to incent MS to make such investments, to get Baystar involved,
etc.

2) Now as the deadline for Judge Kimball's trial moved close, SCO was attempting
to negotiate, I surmise, in two directions and once, and trying to find a way to
be "Lucky Pierre" in the middle!! SCO was trying to find out, from
Novell, what it would take to settle / liquidate the constructive trust, on the
one hand, and then SCO was threatening MS by saying "You do not want me to
be on the witness stand. Whatever is bad for me is exceedingly bad for
you."

3) As the trial date finally was 24 hours away, and SCO failed in at least one
of those 2 negotiations (probably Novell, though there had to be SOME amount of
MS $$ that would have made Novell happy enough to stand down), then SCO pulled
out its last gambit, one that it was threatening Novell with -- "if you
can't give me a $$ amount that I can work with to settle this and talk to my
friends in Redmond, then I will declare Bankruptcy and stop the works
altogether."

4) Novell didn't blink, so SCO played its nuclear option and filed for
Bankruptcy.

5) SCO's next step (keeping it's eye on the same goal of preventing that
day-in-court in front of Judge Kimball) was to take steps in Bankruptcy court
that would pantomime, in unmistakable terms, that SCO intended to waste Novell's
assets and leave a smoking hole in the ground before Novell could get at any $$.
Hence SCO has been trying, up to permissible limits of cheekiness, to paint this
picture. This is what we call "bootstrapping up your leverage", i.e.,
trying to create leverage despite the fact that you're in fact falling backwards
on your bottom.

6) Having created, in SCO's (mistaken) view, some potential leverage, now SCO is
trying to create a vehicle where the parties (primarily pointing back to MS $$)
that SCO was negotiating with in para 2 above, could be brought back to the
table with their money, this time by "auctioning off" SCO's right to
litigate. The license rights to the products is more smokescreen. The real
gambit is to say to MS, "You didn't come up with enough $$ the first time.
You need to come up with enough $$ to permit us to buy off Novell and stop
Novell from cross-examining us about you. This is going to be your last best
chance to do it, so bring your checkbook and your pen."

That's my theory...

LEXLAW

[ Reply to This | # ]

Selling Assets? Good Luck
Authored by: bezz on Tuesday, October 23 2007 @ 07:18 PM EDT
SCO wants to go before a DE BK judge and sell off assets and retain liabilities?
Get real. If the US Trustee doesn't catch this, the "unnamed"
(Novell, IBM) creditors lawyers will.

How's that working out for you, being clever? What is SCO going to do going
forward, making soap? The only question about this "bid" is what
naughty bits SCO shows the creditors.

[ Reply to This | # ]

Copyright infringement against IBM?
Authored by: kh on Tuesday, October 23 2007 @ 07:26 PM EDT
Document 150 says in footnote 3 on page 3:
On February 27, 2004 SCO Group filed a second amended complaint which added claims for copyright infringement, unfair competition arising from IBM's misappropriation of source code from a joint venture with SCO called "Project Monterey" that was then wrongly placed into IBM's proprietary products, and tortious interference.
I thought SCO had admitted there were no copyright claims in the IBM case. The rest of the footnotes and page 4 and 5 make good reading, the Lanham act being mentioned several times. Not too bad a summary really.

I notice that on page 5 and 6 while they talk about Novell asking for a constructive trust, they don't mention that SCO told the court a constructive trust was not necessary as SCO was not insolvent.

I liked this section:
Imposing such a constructive trust in the amount Novell seeks, on funds that are presently property of the estate and in possession of the Debtors, would effectively kill the Chapter 11 case at it's inception.
Interesting way of putting it: "funds that are presently property of the estate".

[ Reply to This | # ]

JGD Management was a SCOX Bagholder in 2004-6
Authored by: Anonymous on Tuesday, October 23 2007 @ 07:28 PM EDT
JGD Management was a SEC reporting Bag holder from Dec 2004 to Sept 2006. It had 91,393 shares between 2005 and March 2006 when it began to sell these off.

JGD stands for James (Jamie) G. Dinan, principal of York.

Parallel holdings in the secret Cayman Island subsidiaries of JGD can be inferred, but not known. JGD reports on pipe investments such as this one in 'CLEARWIRE CORP' .

The pre-IPO investment in Clearwire is interesting because Richard Emerson, the Microsoft VP with the Baystar Backstop, landed a plum directorship position there after leaving Microsoft. Clearwire is a WIMAX startup, the brainchild of Craig McCaw.

[ Reply to This | # ]

The new initials YCM
Authored by: kozmcrae on Tuesday, October 23 2007 @ 07:33 PM EDT
I've heard of spontaneous generation, but this sounds like spontaneous
litigation. Are we supposed to endure 5 more years as York Capital Management
discovers that it doesn't "own" Linux. And then 5 more years after
they "sell their assets". And on and on and on. This is utter
nonsense. York Capital Management are either a bunch of idiots or someone is
"backing" them to the hilt. I strongly doubt the former.

Richard

---
Coming soon: Signature 2.0

[ Reply to This | # ]

goodwill - it's an accounting term
Authored by: swmcd on Tuesday, October 23 2007 @ 07:46 PM EDT
>> (c) all trade names, trademarks, service marks and service names [...],
together with all goodwill associated therewith

> Only SCO would dream of selling its good will, and think they deserve to be
paid for it.

Goodwill is an accounting term.
If you sell a business but not the goodwill,
then the buyer doesn't get a going concern,
but merely a pile of equipment and inventory.

The value of a business over and above the liquidation value of its equipment
and inventory is called "goodwill". Goodwill is carried on the
business' books as an asset with an actual dollar value (which is often quite
large) and accountants and tax lawyers are very concerned with it.

It is perhaps ironic for SCO to be selling its goodwill, but the proposed sale
would be materially different if that term wasn't there.

[ Reply to This | # ]

SCO Has a Bid; Would Like More
Authored by: Steve Martin on Tuesday, October 23 2007 @ 07:47 PM EDT

So after SCO sells its assets and keeps the liabilities, what business will SCO be in?

Is it just me, or is this reminiscent of the Caldera/Microsoft litigation where Caldera spun off a separate company just to pursue the litigation?

---
"When I say something, I put my name next to it." -- Isaac Jaffee, "Sports Night"

[ Reply to This | # ]

Err... what Assets?
Authored by: Anonymous on Tuesday, October 23 2007 @ 07:50 PM EDT

Don't they sorta kinda haveta finish up the existing lawsuits first before they could clearly identify what assets they own?

RAS

[ Reply to This | # ]

I thought I'd seen it all until now
Authored by: RPN on Tuesday, October 23 2007 @ 07:55 PM EDT
SCO, or rather the people pulling the strings like Darl, have been truly
breathtaking at times and they've done it again.

You couldn't dream up fiction this mad. They truly have to be living in an
alternate universe. Certainly not living in the same one I inhabit.

Richard.

[ Reply to This | # ]

    SCO no longer ownes ANY Unix assets to sell.
    Authored by: Sunny Penguin on Tuesday, October 23 2007 @ 07:56 PM EDT
    The key word here is SCO bankrupcy.
    As per the APA, all UNIX assets are belong to Novell.....

    [ Reply to This | # ]

    SCO Had a Bid before declaring bankruptcy
    Authored by: Anonymous on Tuesday, October 23 2007 @ 07:58 PM EDT
    SCO Had a Bid before declaring bankruptcy;
    Would Like NOT More bids
    and had this fully arranged months ago.

    [ Reply to This | # ]

    Handicapping a Stalking Horse
    Authored by: webster on Tuesday, October 23 2007 @ 08:17 PM EDT
    ..
    ..
    1. Transferred assets include SCO Unix Business including all rights by SCO
    "designated contracts" only. And the "Linux Litigation":


    -------any cause of action, claim, suit,
    proceeding, judgment or demand, of any nature, of or
    held by Seller against any third parties (except to the
    extent such suit is an Excluded Asset), including, but not
    limited to, those lawsuits pertaining to the Línux
    operating system in which Seller is presently engaged and
    all present and future enforcemcnt rights against third
    parties (other than IBM and Novell) pertaining to the
    Linux operating system (the "Linux Litigation");------------

    Excluded assets include the IBM and Novell litigation. York wouldn't touch this
    with their ten foot pole. So SCO are selling them the chance to cash in on all
    of Linux if they win their litigation against Novell and IBM.


    2. This deal is either a fraud or York hasn't read Judge Kimball's decision
    yet. You really can't bank on an appeal, especially when there is already an
    adverse order, a devastatingly adverse order. York is not this stupid. They
    have compensation assured in some way and some form perhaps never known to
    outsiders. York will make money whether SCO wins or loses. Their only risk is
    getting tied up in the litigation with their deep pockets. Novell and IBM
    probably sent them an "APA" primer (Novell-Caldera?), with Kimball's
    Sequel, just to put them on notice.


    3. The Purchase Price is $36 million. They are going to pay $10 million cash
    less curing any adjustments. That includes license fees. It doesn't say
    anything about their fiduciary duty to Novell for this business. Novell the
    creditor will ask the Court to put this in and set up a special account. They
    should also make SCO agree on an amount owed to finalize the Novell litigation.
    That is reasonable and not too much to ask.

    4. There is $10 million more available as a litigation credit for expenses.
    York gets 20% back of any winnings so they are hoping for more than $50 million
    by settlement or verdict. This is probably the real reason for this
    "purchase." As a credit York keeps the money which SCO can use and
    the creditors remain out in the cold. It's far better than a Sun or Monopoly
    license which Novell would claim as first among creditors.

    4.A Then catch this gem:

    --------Seller shall agree to allow Purchaser to create an incentive plan for
    key members of the Seller management team required by Purchaser in order to
    pursue the Linux Litigation.----------

    Whose idea was this? York? Who decides who is key? York? Why would York want
    any of this management team? Look what they have done so far? All they need is
    the cost of a subpoena and they have them? Clearly this deal is just SCO
    collecting from the PIPE Fairy for its just desserts. No matter how you dress
    it up, it smells. How are Judge Gross' nostrils?


    5. Six million more in a revenue sharing agreement for ME, Inc. Purchaser-York
    makes a deal with ME and shares revenue up to $6 million. SCO figures without
    their name on it someone might be interested. It certainly hasn't generated
    anything so far. Here again, there may already be a deal insuring this
    provision. York ain't no fools. Me, Inc gets 75% of the six million. The York
    gets the rest and a license forever, plus 10%.

    6. The "Litigation Credit Facility" sounds like a building but it is
    just a way to keep the creditors at bay while SCO continues its litigation.
    This is the main purpose of this whole charade. What a shameless put-up job!
    If this doesn't work, there will be something else. The PIPE Fairy is obliged.
    SCO must have as soft a landing as possible.

    7. Here is an out for the Purchaser: "The Transaction shall be subject to
    the following conditions: a) completion of due diligence with results
    satisfactory to Purchasr..." This from the General Conditions Precedent on
    page 8.

    7.A There are some other prudent conditions: "..and no relevant
    threatened or pending litigation by a govemmental authority.." And they
    have to have "confirmation of the terms upon which key employees and
    managers of the business will continue to be employed by the business following
    the closing,..." So Darl doesn't have to worry. If this were a real
    deal, and York wanted to use these assets to make money, they would buy the
    assets and set Darl free. But they have guarantees that they will make money no
    matter what from the PIPE Fairy. Darl is a negative but York will keep a few
    million they don't have to pass through for harboring him and this monetizing
    scheme.


    8. The "Stalking Horse Bidder" details are fascinating. They have
    essentially negotiated a deal which someone else can sweeten if they are
    determined. The PIPE Fairy has whispered in York's ear that this will be
    worthwhile.


    9. So now Novell, the other creditors and the Judge can think about it. Since
    it is Novell's asset, they have a lot of say in the matter.

    ---
    webster


    © 2007 Monopoly Corporation. ALL rights reserved. Yours included.

    [ Reply to This | # ]

    Original BK filing....
    Authored by: Anonymous on Tuesday, October 23 2007 @ 08:17 PM EDT
    Didn't SCO in the original BK filing make a serious effort to point out how
    their business model had a sustainable and solid future with the very assets
    they are proposing to sell in this document? And if they are selling the
    products they claim are the ones that keep them solvent doesn't that mean that
    they are requesting a move to Chapter 7 because there will be no viable business
    left?

    I seriously can't believe the balls they have asking the BK court to allow them
    to do this. It runs contrary to everything they have said in the past (to the BK
    court) and IMO paints the outline of the entire BK filing being made in bad
    faith. I hope some federal and state law enforcement related personal are paying
    attention here, this is rapidly moving towards blatant (as opposed to actions
    that could only be inferred but not necessarily proved) criminal actions and
    admission of guilt in court filings.

    [ Reply to This | # ]

    Goodwill? What goodwill?
    Authored by: wvhillbilly on Tuesday, October 23 2007 @ 08:33 PM EDT
    SCO management has run the company into the ground, alienated the software
    industry and made themselves a worldwide pariah, and they want to sell their
    goodwill? Lotsa luck!

    Anyone who would buy SCO's assets would have to be blind, ignorant or totally
    crazy. Or planning to take up where SCO left off. Or maybe all the above at the
    same time.

    I hope Judge Gross blows that one out of the water, real quick.

    ---
    What goes around comes around, and the longer it goes the bigger it grows.

    [ Reply to This | # ]

    36 Million Really?
    Authored by: Anonymous on Tuesday, October 23 2007 @ 08:37 PM EDT
    Sco would have the court and creditors believe this is 36 Million available to
    pay creditors.

    Let's Look at the breakdown:

    10 Million Cash - Fair enough, cash to pay bills.

    Up To 10 Million "Credit" For Litigation - Not to pay bill's as normal
    DIP financing would provide. This money is solely for litigation.

    Up To 10 Million SCO's Cut on litigation revenue from York (a cut of what York
    gets if they use their rights to sue, SCO gets no guarantees)

    Up To 6 Million For Me Inc. Royalties/Licensing if York sells any.


    The bankruptcy court (and creditor's) would be crazy to let this fly! We give
    you 10 Million, you convert to chapter 7, we take assets Novell and IBM start
    all over again with us!

    WOW!!!!!!!

    [ Reply to This | # ]

    SCO Group/Operations Books are cooked?
    Authored by: Anonymous on Tuesday, October 23 2007 @ 08:54 PM EDT
    One weird thing I've found is that the books for The SCO group are either
    excessively censored or they're not reporting anything publically. There's some
    info in the SCO Operations books but practically nothing in the SCO Group.
    Considering both are bound together in the bankruptcy, shouldn't there be more
    info about what the SCO Group is doing also?

    [ Reply to This | # ]

    Hmmm, SCO needs more money?
    Authored by: Anonymous on Tuesday, October 23 2007 @ 08:57 PM EDT
    Does anyone see something obvious here?

    SCO needs money to continue the litigation. It needs a gambler with the ability
    to lose hundreds of millions of dollars to keep the perpetual litigation
    on-going.

    Whom ever picks this up, and you know someone will, if you pay attention and
    look deeply into paper trail, Bill Gates will be there.

    [ Reply to This | # ]

    York buys RedHat litigiation?
    Authored by: Anonymous on Tuesday, October 23 2007 @ 09:01 PM EDT
    Does that mean that RedHat will actually have someone to sue with money?

    [ Reply to This | # ]

    It's about UNIX
    Authored by: Anonymous on Tuesday, October 23 2007 @ 09:04 PM EDT
    Novell holds the copyrights to UNIX, SCO bought the other parts.
    Novell is practically in bed with MS (the Patent Covenant) and SCO's
    relationship with MS is well-documented (e.g. Baystar ).

    Along comes York Capital Management/JGD Management Corporation, fronting for
    Arrowhead Research Corp, connected to Acacia Research Corporation, (headed by
    former top managers from MS), through one R Bruce Stewart. Wanting to buy SCO's
    UNIX assets.

    Control, baby. Over UNIX. That's what MS is after. To be used against LINUX, the
    (shudder) free OS.
    (Added benefit: it won't be used against MS once we are allowed to see the Win
    source code and find out just how many UNIX procedures were 'incorporated' into
    NT.)

    [ Reply to This | # ]

    Placing liabilities into an empty shell?
    Authored by: bstone on Tuesday, October 23 2007 @ 09:20 PM EDT
    This looks to me like an attempt to package up SCO's assets (the now pretty much
    worthless Unix assets they might own), and all of their liabilities for the
    damages they have caused through their actions, into an empty shell that can be
    tossed away. The objective looks like shielding SCO/BSF and the executives and
    board from liability.

    The Unix assets are not worth the $16-26M alone. Nobody has been able to make
    money off of them for 15 years at least. Add the liabilities that may range
    into the hundreds of millions for the counterclaims to their current lawsuits
    and nobody would reasonably pay to acquire this mess.

    If it goes through, the only thing it does is add a court ruling that SCO and
    its entourage are no longer liable for the damages they caused.

    The liabilities all go into a nice empty room with no ability to pay for them.
    Obviously, nobody in their right mind would actually buy those liabilities, but
    there are many who would find it worth well over the purchase price to pay for
    disposal of the liabilities (along with all the records that go with them).

    It's a great deal for SCO and the insiders.

    [ Reply to This | # ]

    SCO Has a Bid; Would Like More
    Authored by: Anonymous on Tuesday, October 23 2007 @ 09:26 PM EDT
    So, what they're trying to do is stop the lawsuit with bankruptcy, and restart
    it with a new company, while leaving all the counterclaims with SCO.

    Tricky.

    [ Reply to This | # ]

    May I suggest a new permanent topic?
    Authored by: Anonymous on Tuesday, October 23 2007 @ 09:26 PM EDT
    Where's Waldo?

    [ Reply to This | # ]

    SCO Has a Bid; Would Like More
    Authored by: Anonymous on Tuesday, October 23 2007 @ 09:27 PM EDT
    Would someone please investigate York Capital Management and find all the
    parties involved in this venture? Is someone gaming the system here?

    [ Reply to This | # ]

    Chose in Action
    Authored by: Ted Powell on Tuesday, October 23 2007 @ 09:31 PM EDT
    The phrase "chose in action" was new to me, so I looked it up, first in Webster's Third New International:

    2chose ˈshōz n -s : a piece of personal property : thing [note the pronunciation and spelling match the French for "thing"]
    chose in action 1 : any right to a personal as opposed to a real thing that is not in one's possession or actual enjoyment but is recoverable by suit at law; esp : any right to an act or forbearance (as in case of debts, stocks, shares, and negotiable instruments or claim of reparation for a tort) 2 : the thing (as a bond or note) that is the subject of chose in action
    chose in possession : a thing in one's actual possession

    I found more stuff with Google, like this set of essays.

    ---
    This is *my* computer, not Microsoft's!

    [ Reply to This | # ]

    • Thanks - Authored by: Ian Al on Wednesday, October 24 2007 @ 03:02 AM EDT
    SCO would like to shorten . .
    Authored by: Anonymous on Tuesday, October 23 2007 @ 09:52 PM EDT
    SCO can't make up its mind. After dragging their feet for years, suddenly
    nothing can happen fast enough. Could it be that they are hearing footsteps?

    [ Reply to This | # ]

    Perpetual Lawsuits
    Authored by: Anonymous on Tuesday, October 23 2007 @ 10:55 PM EDT
    Could a company (Microsoft) launch a perpetual legal campaign by doing the
    following:
    1. Have a proxy sue a bunch of profitable target companies.
    2. Before trial, have the proxy declare bankruptcy.
    3. Sell the litigation as an "asset" to a new proxy company.
    4. Restart all the litigation with the new proxy.
    5. Repeat Endlessly.

    This strategy would allow an anonymous background company to tie competitors up
    in court forever, forcing them to respond to endless litigation.

    [ Reply to This | # ]

    Is the Bankruptcy court being asked to approve the transfer of a Shakedown Operation?
    Authored by: David Dudek on Tuesday, October 23 2007 @ 11:16 PM EDT
    It appears that ALL current litigation needs to be legally settled for the
    protection of all the victims. The SEC and/or the U.S. Justice Department should
    be investigating SCO and all those complicit in this atrocity to the legal and
    financial system.

    ---
    David Dudek

    [ Reply to This | # ]

    Traceable funds? (re: the lift stay motion)
    Authored by: achurch on Wednesday, October 24 2007 @ 01:33 AM EDT

    I was reading through SCO's opposition to Novell's lift stay motion (#150), and SCO starts talking about how Novell's motion should fail because the trial won't determine how much of the money SCO has now is "tainted", so to speak (footnote 9 on page 8, and something about a Lowest Intermediate Balance Test on page 17). I had a vague recollection that this sort of thing wasn't allowed for money; is SCO really allowed to say "we spent all the tainted money, so you can't have any, nyah nyah"?

    [ Reply to This | # ]

    What's the bad side again?
    Authored by: GLJason on Wednesday, October 24 2007 @ 01:35 AM EDT
    I get why SCO wants this. They get money to pursue an appeal, and Novell gets nothing.

    SCO is selling some assets for $36 million. Isn't that $36 million more that Novell will be getting when the court rules SCO has to turn over the proceeds from the Sun and MS SCOSource deals? As it stands now, SCO doesn't have much money to give to Novell...

    [ Reply to This | # ]

    It's a way to fund more FUD lawsuits
    Authored by: Anonymous on Wednesday, October 24 2007 @ 02:42 AM EDT

    The market capitalization of SCOX is about $5.6 million. Of course it wouldn't be possible to buy all its stock for that price, because high-volume buying would send the price up. But you could make a takeover bid for SCOX that valued it at, say, $8 million, and enough stockholders would accept to let you consummate the takeover.

    So anyone who wants to buy SCOX can do so for about $8 million.

    Why would somebody be willing to pay $36M for part of its assets, when you can buy the whole lot - the entire company - for about $8 million?

    The difference is that an infusion of $36 million would enable SCOX to continue its nuisance lawsuits.

    [ Reply to This | # ]

    SCO Has a Bid; Would Like MoreNo "Private Prosecution" In The USA
    Authored by: Anonymous on Wednesday, October 24 2007 @ 02:50 AM EDT
    I asked this before. Is there still "private prosecution" in the USA
    (by federal or
    state legislation/statutes/acts)?

    There is in Canada. I can go to a Justice Of The Peace with evidence; and the
    Justice Of The Peace can force a criminal trial. The person with the evidence
    acts
    on behalf of the Attorney General in the criminal court.


    [ Reply to This | # ]

    Patent ownership: request for thoughts
    Authored by: Totosplatz on Wednesday, October 24 2007 @ 02:52 AM EDT
    Why are patent rights allowed to be sold? Why are they not permanently assigned
    to whoever created the invention in the first place?

    Why allow a secondary market in patent ownership at all? Why not restrict the
    patent monopoly to the original patentee? Why allow companies to "buy"
    patents so they can go and start using the courts to threaten lawsuits? Why
    allow the existence of the Patent Troll?

    Why not just disallow all of this nonsense? What harm would it cause to restrict
    patent rights to the original assignee?

    I say that this restriction would be entirely appropriate. I say there is no
    need to pretend that a patent is in some way "created wealth" -
    rather, I say the thing which is patented is the wealth created, and the patent
    should never be severed from the thing patented. That is to say, you should not
    be able to "own" the protection unless you already "own" the
    protected business. The intent of a patent is defensive, why not explicitly
    restrict it to exactly that?

    By the way, I am not asking for a description of how things are, except perhaps
    to help clarify how they might possibly be. I am questioning the very notion of
    buying and selling these "protection rights" absent a business to
    protect.

    Thanks in advance for your thoughts.

    .

    ---
    Greetings from Zhuhai, Guangdong, China; or Portland, Oregon, USA (location
    varies).

    All the best to one and all.

    [ Reply to This | # ]

    You are all wrong!
    Authored by: Ian Al on Wednesday, October 24 2007 @ 04:01 AM EDT
    I have read all your thoughts and theories and cannot understand any of them.
    The real answer must be something that I can follow, and indeed it is!

    SCOG have asked for court agreement to the bidding proceedures and you only have
    bidders at an auction. So, what we have here is a friend of the seller in the
    form of a previous major investor making a ridiculous bid and also talking up
    the assets in an attempt to get a bidding frenzy.

    'I bid $36M for that solid, sterling-silver-look, 1980's cutlery service on the
    genuine, Georgian mahogany side-table...'

    and, in a low voice, '...subject to due diligence, not including the side-table,
    offer ends 9th November, all payments in kind not cash, subject to Steve's
    cheque in the post'.

    Now, doesn't all that financial and legal mumbo jumbo look just a bit silly?



    ---
    Regards
    Ian Al

    Linux: Genuine Advantage

    [ Reply to This | # ]

    Remember What Novell Said
    Authored by: DaveJakeman on Wednesday, October 24 2007 @ 05:40 AM EDT

    From Novell's Motion for Order Directing SCO to Remit Future SVRX Royalties:

    18. The bankruptcy estate comprises "all legal or equitable interests of the debtor in property as of the commencement of the case."11 U.S.C. § 541(a)(1). However, property in which a debtor holds bare legal title but not an equitable interest is not property of the estate. 11 U.S.C § 541(d); Kaiser Aluminum & Chemical Corp. v. Transcontinental Ins. Co. (In re Kaiser Aluminum Corp.), 2004 Bankr. LEXIS 33, at *9, Main Case No. 02-10429 (JKF), Adv. Pro. No. 02-6531 (JKF) (Bankr. D. Del., January 16, 2004) (excluding from property of estate funds in which debtor held legal interest but no equitable interest, and where agreement with third party showed third party's superior interest in the funds); EBS Pension LLC v. Edison Bros. Stores (In re Edison Bros), 243 B.R. 231, 235 (Bankr. D. Del. 2000).
    Might that have some bearing on whether SCO can legally sell this stuff off? Do you think the Bankruptcy Court won't notice? Do you think Novell will permit the Court to fail to notice?

    Now, remember what Novell said in their conclusion of that same Motion:

    28. The parties never intended that the SVRX Royalties be SCO's property, either in or out of bankruptcy; in fact, they expressly agreed to the contrary. The Bankruptcy Code does not change this relationship, nor does it permit SCO to hijack Novell's funds. Moreover, in the APA itself the parties gave Novell the absolute right to take steps to protect its property by demanding reassignment of the SVRX Licenses whenever it chose. Accordingly, Novell submits that the Court should order the relief requested in this Motion. What Novell seeks here is, in essence, an order implementing that bargain -- for safeguard of its Bankruptcy Code-protected property rights.
    SCO still thinks it can sell this stuff off? Novell can reassign at least the SVRX licences back to Novell whenever they choose. They already foresaw this and put the necessary legal protection in place in that wonderful document, the APA.

    Was there ever a more pressing need for Novell to act upon that portion of the APA? At the very least, Novell can effectively block this transaction -- in more ways than one.

    Watch this space.

    ---
    Monopolistic Ignominious Corporation Requiring Office $tandard Only For Themselves

    [ Reply to This | # ]

    Excluded Assets
    Authored by: Anonymous on Wednesday, October 24 2007 @ 05:58 AM EDT
    My irony meter went to critical when I saw that phrase. Is SCO intending to
    interpret "Excluded Assets" here in the same way it did in the Novell
    APA i.e. to pretend it doesn't exist ? If I was the prospective buyer (in a
    world where bacon falls from the sky) I would be very concerned that SCO would
    turn around and say they sold the IBM and Novell litigation too.

    "Excluded Assets? What Excluded Assets?"

    It may not make a "Movie of the Week" but there's scope for a thirteen
    part sitcom. Would Ricky Gervais be available to play Darl ?

    --------------------
    Nigel Whitley

    [ Reply to This | # ]

    Shorten the time?
    Authored by: Chris Lingard on Wednesday, October 24 2007 @ 06:09 AM EDT

    The motion to shorten the time contains these paragraphs

    Through this Motion to Shorten, the Debtors seek an order from this Court approving the notice procedure described herein and fixing the hearng on the Bid Procedures Motion for November 6,2007, at 11:00 a.m. prevailng Eastern time, and requiring that objections, if any, to the Bid Procedures Motion must be filed with the Court and served upon Debtors' counsel (listed below) by November 1, 2007, at 4:00 p.m. prevailng Eastern time.

    Insofar as Local Rule 9006-1 (c)(i) contemplates eighteen days notice of a hearng in the event a motion is served by first class mail, insofar as the Bid Procedures Motion has been served so as to provide fourteen days notice of the proposed hearng date, and insofar as the proposed objection deadline provides possible respondents yet additional time to respond, any possible prejudice is minimaL.
    Cut and pasted complete with spelling mistakes, an actual quote.

    Since this transfer involves IBM, RedHat, and the others there is not time for them to register, and to object. And why should the court bend the rules for SCO.

    Also, a much better deal might be obtained in a public auction. The trustee should object as a better price might be obtained by distributing the assets differently, after discussion with the creditors.

    What do they smoke in Utah?

    [ Reply to This | # ]

    Follow the money
    Authored by: Anonymous on Wednesday, October 24 2007 @ 06:28 AM EDT
    Who do you suppose has a big pot of money and would like to see the litigation
    continued?

    YOu could look at it this way: it's a company who wants to buy non-productivity
    on the part of free software developers. And it's probably quite cheap.

    Trying to be conservative here: Let's suppose that 1000 free software developers
    read Groklaw for an average of 20 minutes a day. Now each time we read Groklaw,
    we're not spending that time on developing free software. So that's 333 hours
    each day that free software is poorer by. (Or about 37 days work assuming an 9
    hour day.)

    So, what do you get for $36 million? [Actually, I would expect 10% or so of this
    to go to a company fronting such a deal, so I expect it's something a bit more
    like $40 million that would be paid to a fronting company, but this is even more
    speculative than the rest of this extremely speculative post, so I'll just
    ignore the extra $4 million.]

    I'm not sure about average programmer rates worldwide, but let's suppose that
    they are paid $30/hour. That will sound like diddly squat to someone in New
    York, but not too bad to someone in the Phillipines.

    If our programmers continue to read Groklaw and are paid $30/hr, for $36 million
    dollars the litigation buyer gets to deprive the growth of free software by 1.2
    million hours work. Or 13,333 work days worth of improvements.

    Also - and this is even more tenuous because it depends on the assumption of
    1,000 readers who are programmers - this means we can expect the litigation to
    continue for at least around 133 days.

    Anything after that is a bonus for anyone funding litigation, if they aren't
    keen on the idea of free software growing.

    If I were looking at this as an investment to slow down the growth of free
    software, I'd say "Yeah! - I can imagine it stringing on for longer than
    133 days." So it's pretty good value for money!

    So, the moral here [sorry about this PJ], is stop reading Groklaw and start
    writing code; make it bad, bad, BAD value.

    [However, I know that anyone continuing to fund the litigation with this plan in
    mind has done reasonably well as a deal in the time it's taken me to write this
    post.]

    [ Reply to This | # ]

    • Follow the money - Authored by: PJ on Wednesday, October 24 2007 @ 08:32 AM EDT
      • Follow the money - Authored by: Anonymous on Wednesday, October 24 2007 @ 02:09 PM EDT
    • Follow the money - Authored by: Anonymous on Wednesday, October 24 2007 @ 11:09 AM EDT
      • Follow the money - Authored by: Anonymous on Wednesday, October 24 2007 @ 02:00 PM EDT
    The OCR Thread
    Authored by: DaveJakeman on Wednesday, October 24 2007 @ 06:28 AM EDT

    I'm doing SCOGBK-150.PDF

    Favourite OCR error so far:

    Darl C. McBride, Chief Excusive Officer,...
    Would that be the chief officer in charge excuses, or the chief excuse for an officer?

    ---
    Monopolistic Ignominious Corporation Requiring Office $tandard Only For Themselves

    [ Reply to This | # ]

    SCO Has a Bid; Would Like More
    Authored by: Anonymous on Wednesday, October 24 2007 @ 06:46 AM EDT
    Wow, so all liabilities SCO has, like compensation for the breach of Linux
    copyrights in the Red-Hat case and the money SCO stole from Novell, vanish in
    the black hole of SCOs bancruptcy and the whole SCOsource circus act is sold on
    in some backroom deal for a nominal sum which immediately is spend on severance
    pay of SCOs management leaving the sinking ship.

    [ Reply to This | # ]

    Can Novell kill this
    Authored by: Anonymous on Wednesday, October 24 2007 @ 07:09 AM EDT
    Can Novell object to the sale? It seems to me that Novell has a right to
    approve any transfer of the SERVX business. I'm waiting for them to file to
    pull the Unix business back. The expedited sale request seems to be a way get
    another layer of obfuscation in before Judge Kimball can finish his trial.

    [ Reply to This | # ]

    How can this bid not prejudice some creditors over others?
    Authored by: Anonymous on Wednesday, October 24 2007 @ 07:38 AM EDT
    This $36 million bid is a joke, really:

    - $10 million in cash which can be reduced by some expenses (I haven't been able
    to figure out what those would be exactly)

    - $10 million in a special trust for litigation, including interest. So that's
    reserved to the creditors which do SCO's legal business - IMO some extreme
    prejudice.

    - $10 million vapour-cash in case the purchaser succeeds in sueing some innocent
    by-standers for Linux

    - another $6 million vapour-cash in case Me Inc. should sell anything during the
    next 3 years

    And in the end all assets which stay with SCO are the Novell / IBM litigation
    (which should be deemed liabilities if SCO was honest) plus the petty cash and
    some bureau furniture??

    That shouldn't fool the BK judge or the US Trustee even if SCO set the deadline
    to Oct. 25. Instead, they will hopefully have second thoughts about bad-faith
    filing of Chapter 11 or the fitness of SCO's management to be D.I.P.

    Outrageous. Simply. Outrageous.

    /Andreas

    [ Reply to This | # ]

    SCO Has a Bid; Would Like More
    Authored by: Anonymous on Wednesday, October 24 2007 @ 08:46 AM EDT
    I think Novell could put the kabosh on the sale of Unix assets to a different
    party since SCO has already failed in it's fiduciary duty to collect and forward
    royalties to Novell.

    The Bankruptcy Judge has to approve any sale. To my recollection, this sort of
    thing only happens after it is determined what the creditors are owed. The
    Judge decides if the purchase price is sufficient. If I were the Judge, I
    wouldn't be steam rolled into anything. First, let the Novell case go to
    completion, to determine the amount of the claim against SCO. Second, determine
    whether this is a credit, or money that is Novell's to begin with.

    I would not be surprised to see a filing from Novell against this sale.

    [ Reply to This | # ]

    SCO in breach of APA - who's responsible?
    Authored by: Anonymous on Wednesday, October 24 2007 @ 09:37 AM EDT
    Can SCO really sell off the Unix business assets after being found to have
    breached the terms of the APA?

    Here's an even better question: Why not just convert this BK into a CH 7 and
    then let the trustee liquidate assets? Even if they could get 16M for the Unix
    biz, it doesn't cover 10% of their liabilites.

    [ Reply to This | # ]

    SCOG Family and Friends?
    Authored by: TemporalBeing on Wednesday, October 24 2007 @ 10:46 AM EDT
    The mind simply reels with thoughts as to why anyone would buy, though. They haven't been paying attention?
    I wonder if this is just a deal to pass it on to family and friends of McBride & Co. It they have been very close with family and friends in business deals surrounding SCOG - closer than they probably should have been. So, I'd suggest looking at the genetic links between the people and the companies. It might be a lot more revealing.

    [ Reply to This | # ]

    SCO Has a Bid; Would Like More
    Authored by: JamesK on Wednesday, October 24 2007 @ 11:14 AM EDT
    Why do I get the feeling we're trying to kill a vampire, but keep missing when
    we try to drive a stake through the heart? ;-)


    ---
    There are 10 kinds of people, those who understand binary and those who don't.


    [ Reply to This | # ]

    SCO Has a Bid; Would Like More
    Authored by: James Wells on Wednesday, October 24 2007 @ 12:17 PM EDT
    Greetings,

    I find it really interesting that there is so little news coverage of this
    article. Google's SCO financial page has nothing on it, nor does Motley Fool's
    SCO financial page, Yahoo's, and even MSN's all have zero coverage of this.
    Nor does York's investor relations news.

    Curious...

    ---
    "Individuals are smart, people are stupid" -- Tommy Lee Jones as "K" from Men In
    Black

    [ Reply to This | # ]

    SCO Has a Bid; Would Like More
    Authored by: dracoverdi on Wednesday, October 24 2007 @ 01:15 PM EDT
    I still think SCO was originally engaged to encumber Linux for a certain period
    of time. Perhaps relative to a predefined event (Longhorn/Vista release?
    Hopefully not Vista acceptance). If you assume their goal was delay from the
    beginning, they look a lot more effective than if you think they were attempting
    to win the case on its supposed merits.

    ---
    The problem with ignorance is that the afflicted are unaware of their ailment

    [ Reply to This | # ]

    NASDAQ Hearing November 9th
    Authored by: Cloudscout on Wednesday, October 24 2007 @ 01:16 PM EDT
    You don't suppose that the November 9th deadline has anything to do with the
    November 8th NASDAQ Delisting Hearing, do you?

    [ Reply to This | # ]

    Simple asset-stripping
    Authored by: Anonymous on Wednesday, October 24 2007 @ 01:25 PM EDT
    The financial issue, which IBM and Novell are sure to raise, is that the assets retained by SCO after the sale are based on litigation against them, SCO's creditors.

    Also, the buy price isn't $36 million in cash. It's $10 million in cash, less any debts the buyers pay off. Plus the $10 million litigation kitty. Plus speculative interests in the litigation SCO is losing and in the "Me, Inc" technology. Less the "incentive plan for key members of the Seller management team". Overall, maybe $5 million. If that.

    This is simple asset-stripping.

    By the way, why isn't there a creditor's committee yet?

    [ Reply to This | # ]

    SCO could still win
    Authored by: Anonymous on Wednesday, October 24 2007 @ 02:17 PM EDT
    Don't discount all the machanations. SCO and the execs could still come away
    with most of the money. Leaving Novell with nothing but pain. The US legal
    system has a way of screwing up the logical outcome of a case.

    I am living proof. This will sound so bizzare that people will think I am making
    it up. To make an attempt to get justice will cost me around $100,000 and then
    it is not assured.

    My daughter was impregnated while between two visits to a mental institution.
    We asked the father to use precautions. He said it was her responsiblity.

    He has not seen the child for 18 months, he threatened our lives, he did nothing
    the law required of him. We had to call the police to get the child returned.
    He fired three lawyers and lied to the judge. There is no he said she said. We
    have his legal papers saying one thing to the judge and another recorded on the
    phone. He continually harrased calling us at all hours of the day and night.
    The oposing council did not respond to the issues, which the judge ignored. When
    the case came up before the judge, she did not hold a hearing. She summarily
    found for the father and said my mentally ill daughter esentially consipred to
    fool the judge and she awared the father attourny fees which are double the
    amount our attorny charged us and filed with no justification. The judge did not
    care and is taking out her anger of the attorney on my daughter. So you forgive
    me if I am a bit pessimistic about the justice system in america.

    So my mentally ill daughter was raped once by the father of my grandson and
    again by the state of utah. And no one is willing to do anything because I
    simply don't have the money.

    So you will forgive my pessimism. The case is going against SCO, but there is a
    lot of money involved and ill gotten gains often have the highest ROI. So I
    would not be supprised if at the end of all this the only ones richer are Darl
    and this new corp raider type.

    [ Reply to This | # ]

    SCO Has a Bid; Would Like More - Updated
    Authored by: Anonymous on Wednesday, October 24 2007 @ 02:35 PM EDT
    Follow the money and connect the dots........

    http://www.yorkcapital.com/bios/adam.php
    http://www.bayhillgroup.com/assignments.html

    [ Reply to This | # ]

    Stalking Horses and Breakup Fees
    Authored by: Anonymous on Wednesday, October 24 2007 @ 04:28 PM EDT
    There is an interesting article here that explains some of the issues involved in bankruptcy sales.

    [ Reply to This | # ]

    Sco's objection to the lift stay
    Authored by: Anonymous on Wednesday, October 24 2007 @ 05:31 PM EDT
    There hasn't been much discssion. It seems well argued compared to much of what
    SCO produces. While I am completely ignorant of relevant law, just comparing
    this vs. Novell's, I would think the judge would rule in SCO'S favor. If this
    happens, Sco's bankruptcy gambit will have been a resounding success - years
    more delay before they have to pay the piper, with probably nothing left when
    the time actually comes.

    Since this is a sickening prospect, can someone explain how wrong I am - why
    Novell's arguments are much better and have a good chance of prevailing. Please
    ...

    [ Reply to This | # ]

    • IANAL... - Authored by: Anonymous on Wednesday, October 24 2007 @ 05:49 PM EDT
    SCO Has a Bid; Would Like More - Updated
    Authored by: Anonymous on Friday, October 26 2007 @ 06:58 PM EDT
    Will be bought by MS.

    Right before MS buys Novell.

    That'd make things interesting.

    [ Reply to This | # ]

    Thanks for a great laugh
    Authored by: mattflaschen on Saturday, October 27 2007 @ 02:07 AM EDT
    Reading this proposal just forces me to think of how fundamentally ridiculous
    the whole situation is. SCO is saying that they are afraid waiting 10 days will
    result in the value of their company collapsing, yet York (which practices
    "extensive hedging and stop-loss disciplines" is apparently seriously
    intending to pay them $10 million in cash, plus a "Litigation Credit
    Facility"...

    Not to mention the deja vu that results from reading about a /new/
    identically-named APA. The original APA clearly didn't transfer copyrights to
    Santa Cruz, but then maybe, probably didn't (after the deliberately ambiguous
    Amendment 2). This will transfer SCO's UNIX copyright up to 4 times (depending
    on how you read it). But the last court ruling says they don't have any UNIX
    copyright to transfer!

    It's honestly a combination of a soap opera and a comedy.

    PJ, Thank you for keeping us informed and entertained.

    [ Reply to This | # ]

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