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SCO's 8-K/A - Amending the 8K About the Yarro Loan
Thursday, April 01 2010 @ 10:20 AM EDT

SCO has filed an 8-K/A with the SEC, and the Explanatory Note says, "This Form 8K is being amended to correct information in the Exhibit 10.4." That exhibit is this one:
10.4 - Collateral Agreement dated March 5, 2010 by and among Seung Ni Capital Partners, L.L.C., a Utah limited liability company, as collateral agent, and the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware Corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K (included as Exhibit A to the Secured Credit Agreement attached as Exhibit 10.1 hereto).
I can't seem to figure out what the change is precisely. I'll explain.

And speaking of filing necessary forms, I still don't see SCO's operating report for the German subsidiary on unternehmensregister.de. It's overdue, I think by some months, so in case they forgot, I'll just mention it. So much is happening at once, it's easy to drop a stitch. I'm still recovering from the trial myself. Yesterday, I put a pot of water on for tea and forgot all about it. The pot was red hot and totally empty before we realized what I'd done. That's not me, and so maybe SCO is on overload too.

You can find all the loan documents that SCO filed with the bankruptcy court on this page. And all of SCO's filings with the SEC are here. Here's what the Super Priority Credit Agreement, attached as an exhibit to the original 8K, says about asset sales proceeds:

SECTION 5.10. Use of Loan Proceeds/Sale of Core Assets/Use of Proceeds from Sale of Core Asset and Other Assets....

(b) The Borrower may without the prior consent of, but with prior written notice to, Lender also retain and use fifty percent (50%) of the net proceeds (defined as gross proceeds from one or more Core Asset Sale(s), less the direct and reasonable closing fees and expenses of the sale or license transaction) from any Core Asset Sales and one hundred percent (100%) of the proceeds from the sale of all other SCO assets (excluding the sale of any rights in the Litigation and/or any portion of the Litigation proceeds), but the Borrower shall at the time of any such Core Assets Sale(s) pay the remaining fifty percent (50%) of such net sales or license proceeds toward retirement and payment of the amount due under the Note, other than payment of the Loan Fee. Such Note payments shall not be credited toward payment of the Loan Fee.

The SEC lists the changes:
[Amend]Current report, items 1.01, 2.03, and 9.01...

Items

Item 1.01: Entry into a Material Definitive Agreement

Item 2.03: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 9.01: Financial Statements and Exhibits

And attached on that same page you'll find the Order from the bankruptcy court authorizing the loan, as .jpg graphics of each page. Why like that, I wonder? Exhibit 10.1 seems to be the only exhibit from the loan packet that is filed and available digitally. So how are we supposed to know what the changes are, if we can't find the new exhibit 10.4? It could be me. It is certainly possible I'm missing something that you eagle eyes will find in a flash, so please take a look, and let's see if we can solve this puzzle.

Here for the record, then, is the amended 8K:

**************************************

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 5, 2010

The SCO Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware
0-29911
87-0662823
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
333 South 520 West
Lindon, Utah 84042
(Address of principal executive offices, including Zip Code)
 
Registrant’s telephone number, including area code:  (801) 765-4999
 
355 South 520 West
Lindon, Utah 84042
 (Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
Explanatory Note
 
This Form 8K is being amended to correct information in the Exhibit 10.4
 
 
Item 1.01
Entry into a Material Definitive Agreement
 
As of March 5, 2010, The SCO Group, Inc., (the “Company”) obtained funding for $2.0 million in postpetition financing (the “Loan”) in the form of a secured super-priority credit agreement (the “Secured Credit Agreement”), from a group of private lenders including Seung Ni Capital Partners, LLC, Jan Loeb, Leap Tide Capital Management, Inc., Steven Shin, Henry C. Beinstein, Stanley A. Beinstein, Neil J. Gagnon, Robert Dyson, WBS LLC, Ne Obliviscaris, Ltd., Darcy Mott, Clemons F. Walker and Herbert W. Jackson (collectively, the “Lenders”).  Other than WBS LLC and Robert Dyson, all of the other Lenders listed above are direct or indirect shareholders of the Company.  Proceeds from the financing will be used to fund the Company’s operating and administrative expenses, as well as litigation-related expenses.  In order to document this financing arrangement, the Company entered into a separate Secured Credit Agreement, Stock Pledge Agreement and Security and Pledge Agreement in favor of each Lender.  The Secured Credit Agreement and related documents, described below, which were entered into by the Company in connection with the $2.0 million financing were approved by order of the U.S. Bankruptcy Court on March 5, 2010 (the “Bankruptcy Court”).
 
The Secured Credit Agreement provides for a $2.0 million loan which bears interest at a rate of 14% per annum compounded quarterly, and has a loan fee (the “Loan Fee”) equal to 6.6 percent of any Litigation Proceeds, as defined in the Secured Credit Agreement.  Litigation Proceeds means the amount of any final non-appealable verdict or other award received by the Company in connection with the two pending litigation matters of the Company or other litigation matters between the Company and such parties, including, settlements, interest and attorney fees paid by the other parties to such litigation, as well as proceeds from the sale of Company assets occurring in connection with the settlement of such litigation (“Litigation Proceeds”).  The Loan has a maturity date of the earliest to occur of (a) October 31, 2011, (b) acceleration provisions under the agreement, (c) conversion of the Company’s bankruptcy case to a case under Chapter 7 of the Bankruptcy Code, (d) dismissal of the Company’s bankruptcy case, and (e) the confirmation of a plan of reorganization.  The Loan Fee is due and payable to the Lenders 10 calendar days following the date that the Litigation Proceeds become available to the Company.
 
The Loan is secured by a lien on substantially all of the assets of the Company.  Pursuant to applicable bankruptcy law and the Bankruptcy Court Order approving the Secured Credit Agreement, the Lenders’ lien is senior in priority to all other liens and claims and administrative expenses of the Company.
 
So long as the Loan is outstanding, upon an event of default, as such term is defined in the Secured Credit Agreement (“Event of Default”) and during the continuance of any Event of Default, the Lenders: (a) may by notice to the Company declare that all the Lenders’ loan commitment be terminated, whereupon any and all obligations of the Lenders to make a portion of the Loan shall immediately terminate; and (b) may by notice to the Company, declare the Loan, including all interest owed thereon and all other amounts and obligations payable under the Secured Credit Agreement due and payable.  The Company shall have a period of five (5) business days in which to either cure the default or obtain a scheduled court hearing with regard to the default.  In the event the Company fails to either cure the default or obtain a scheduled court hearing with regard to the default, the automatic stay provided in the Bankruptcy Code Section 362 shall be deemed automatically vacated without further action or order by the Bankruptcy Court, and the Lenders shall be entitled to exercise all of the respective rights and remedies under the Secured Credit Agreement and related documents, including all rights and remedies with respect to the collateral as provided in such agreements.  In the event of default under the Secured Credit Agreement that continues after notice, upon demand of the Lenders, the Company shall pay a late fee equal to 5% of any past due amount, and the interest rate applicable shall be increased by 6% per annum until the default is cured.
 

 
In addition, the Lenders have agreed that the Company may sell core assets, as defined in the Secured Credit Agreement, provided the Company utilizes 50% of proceeds from such core asset sales to pay the amounts due to the Lenders.  Sales of non-core assets are not subject to such restriction.  The Secured Credit Agreement contains representations, warranties and financial covenants which are typical for agreements of this type entered into by companies in bankruptcy, including a prohibition on the incurrence of additional indebtedness and incurring additional liens on the collateral securing the Loan.
 
In connection with entering into the Secured Credit Agreement, the Company also entered into a Stock Pledge Agreement with the Lenders pursuant to which the Company and its subsidiaries pledged shares of stock owned by them in their subsidiary companies (the “Shares”) as security for the Loan.  Except as otherwise provided in the Stock Pledge Agreement, and subject to the rights of the Lenders in the event of a default, the Company retains voting rights over the Shares, as well as the right to receive dividends or distributions with respect to such Shares.  In the event of default under the Secured Credit Agreement, the Lenders are entitled to exercise all rights under the Secured Credit Agreement and may sell the Shares pledged as collateral as described in the Share Pledge Agreement.
 
The Company and the Lenders also entered into a Security and Pledge Agreement and a Collateral Agent Agreement which provides a lien and security interest in favor of the Lenders in substantially all of the assets and properties owned or acquired by the Company or its subsidiaries as security for the Loan and related obligations.  The Security and Pledge Agreement contains representations, warranties, covenants and remedies provisions which are typical for agreements of this type entered into by a company in bankruptcy.
 
In connection with entering into the Secured Credit Agreement, the Company also entered into the Collateral Agent Agreement pursuant to which Seung Ni Capital Partners, L.L.C. agreed to act as collateral agent for the Lender.
 
The foregoing description of the Secured Credit Agreement and related documents does not purport to be complete and is qualified in its entirety by reference to the text of the agreements which are attached hereto as exhibits to this Form 8-K and are incorporated by reference herein.
 
This financing is intended to allow for the preservation of the value of the Company’s business while enabling the Company to proceed with asset sales, continue supporting SCO’s loyal UNIX customer base and to pursue litigation against, among others, IBM and Novell.  The Secured Credit Agreement provides that up to 50% of the Loan proceeds may be used to pay litigation trial costs and related expenses, including compensating employees assisting with the litigation and the remaining 50% of the Loan proceeds may be used for the payment of administrative expenses, in the Trustee’s discretion.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information set forth in Item 1.01 is incorporated herein by reference.
 
Forward Looking Statements
 
The statements contained in this Form 8-K regarding (1) the Company’s plan of reorganization and (2) the Company’s financing efforts are forward-looking statements and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These statements are based on management’s current expectations and are subject to risks and uncertainties. We wish to advise readers that a number of important factors could cause actual results to differ materially from historical results or those anticipated in such forward-looking statements. These factors include, but are not limited to, outcomes and developments of our restructuring plan, outcomes and developments of our Chapter 11 case, court rulings in our bankruptcy proceedings, the impact of the bankruptcy proceedings on our other pending litigation, and our cash balances and available cash. These and other factors that could cause actual results to differ materially from those anticipated are discussed in more detail in the Company’s periodic and current filings with the Securities and Exchange Commission, including the Company’s Form 10-K for the fiscal year ended October 31, 2008, as amended, and future filings with the SEC. These forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date.
 

 
Item 9.01 
Financial Statements and Exhibits.
 
(d)             Exhibits
 
10.1           Form of Secured Super-Priority Credit Agreement dated as of March 5, 2010 among the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K.
 
10.2           Form of Stock Pledge Agreement dated as of March 5, 2010 by and among the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware Corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K (included as Exhibit E to the Secured Credit Agreement, attached as Exhibit 10.1 hereto).
 
10.3           Form of Security and Pledge Agreement dated as of March 5, 2010 by and the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware Corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K (included as Exhibit E to the Secured Credit Agreement, attached as Exhibit 10.1 hereto).
 
10.4           Collateral Agreement dated March 5, 2010 by and among Seung Ni Capital Partners, L.L.C., a Utah limited liability company, as collateral agent, and the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware Corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K (included as Exhibit A to the Secured Credit Agreement attached as Exhibit 10.1 hereto).
 
99.1           Press release issued by The SCO Group, Inc., dated March 15, 2010.
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: March 18, 2010
 
 
THE SCO GROUP, INC.
       
 
By:
/s/ Kenneth R. Nielsen
 
 
Name:
Kenneth R. Nielsen
 
 
Title:
Chief Financial Officer
 
 

 
EXHIBIT LIST
 
10.1           Form of Secured Super-Priority Credit Agreement dated as of March 5, 2010 among the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K.
 
10.2           Form of Stock Pledge Agreement dated as of March 5, 2010 by and among the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware Corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K (included as Exhibit E to the Secured Credit Agreement, attached as Exhibit 10.1 hereto).
 
10.3           Form of Security and Pledge Agreement dated as of March 5, 2010 by and the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware Corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K(included as Exhibit E to the Secured Credit Agreement, attached as Exhibit 10.1 hereto).
 
10.4           Collateral Agreement dated March 5, 2010 by and among Seung Ni Capital Partners, L.L.C., a Utah limited liability company, as collateral agent, and the Bankrupt Estates of The SCO Group, Inc., a Delaware corporation, and SCO Operations, Inc., a Delaware Corporation, by and through Edward N. Cahn, solely in his capacity as Chapter 11 Trustee, as Borrower, and each of the Lenders listed in this Form 8-K (included as Exhibit A to the Secured Credit Agreement attached as Exhibit 10.1 hereto).
 
99.1           Press release issued by The SCO Group, Inc., dated March 15, 2010.
 

 

  


SCO's 8-K/A - Amending the 8K About the Yarro Loan | 316 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
SCO's 8-K/A - Amending the 8K About the Yarro Loan
Authored by: Anonymous on Thursday, April 01 2010 @ 10:24 AM EDT
before we realized what I'd done

We?

[ Reply to This | # ]

Corrections Thread
Authored by: attila_the_pun on Thursday, April 01 2010 @ 10:34 AM EDT
Corrections in the title please, e.g. "miss steak -> mistake"

[ Reply to This | # ]

Newspicks thread
Authored by: attila_the_pun on Thursday, April 01 2010 @ 10:35 AM EDT
Please put the title of the news item in your title

[ Reply to This | # ]

Off topic thread
Authored by: attila_the_pun on Thursday, April 01 2010 @ 10:36 AM EDT
Off topic items here please.

[ Reply to This | # ]

Trolls here please
Authored by: attila_the_pun on Thursday, April 01 2010 @ 10:37 AM EDT
Come on Darl, where are you?

[ Reply to This | # ]

Change to 8-K
Authored by: Anonymous on Thursday, April 01 2010 @ 10:39 AM EDT

Exhibit 10.4 is not new. As the filing states, it's "included as Exhibit A to the Secured Credit Agreement attached as Exhibit 10.1 hereto," which happens to be the Collateral Agreement with the lenders other than Yarro. By running a diff on the documents, you can see that the only change is to the "List of Lenders." "WBS LLC" is changed to read "WBS LLC (Rex Lewis)," which is in accord with the document filed with the bankruptcy court.

I've posted some information about Rex Lewis on an unmentionable site. Briefly, he's a defendant in a lawsuit brought by Amtrust Bank of Ohio to collect about $40 million in guarantees on defaulted loans secured by Nevada real estate. With liabilities like that, he really shouldn't be investing $600,000 in a litigation scam that collapsed just a few weeks after he funded it.

El C.

[ Reply to This | # ]

Amending the 8K again soon?
Authored by: Anonymous on Thursday, April 01 2010 @ 10:40 AM EDT
The recently filed amendment relates to a deal involving "Seung Ni Capital
Partners, L.L.C., a Utah limited liability company..". The LLC registered
1st March 2010 by Ralph Yarro is named "Seung Ni Capital, L.L.C."

It looks like a new 8-K/A without the "Partners" in it will be
required.

[ Reply to This | # ]

  • Seung Ni - Authored by: mikeprotts on Thursday, April 01 2010 @ 12:03 PM EDT
    • Seung Ni - Authored by: Anonymous on Thursday, April 01 2010 @ 12:16 PM EDT
      • Seung Ni - Authored by: PJ on Thursday, April 01 2010 @ 03:01 PM EDT
    • Seung Ni - Authored by: Lazarus on Thursday, April 01 2010 @ 12:40 PM EDT
    • Seung Ni - Authored by: Anonymous on Thursday, April 01 2010 @ 12:48 PM EDT
    • Seung Ni - Authored by: Anonymous on Thursday, April 01 2010 @ 11:18 PM EDT
      • Seung Ni - Authored by: PJ on Thursday, April 01 2010 @ 11:33 PM EDT
        • Seung Ni - Authored by: Anonymous on Friday, April 02 2010 @ 11:06 PM EDT
  • Amending the 8K again soon? - Authored by: Anonymous on Thursday, April 01 2010 @ 01:17 PM EDT
  • Suing is Nigh - Authored by: Sunny Penguin on Thursday, April 01 2010 @ 04:01 PM EDT
They've moved...
Authored by: cpeterson on Thursday, April 01 2010 @ 11:58 AM EDT
or corrected their address.

333 South 520 West
Lindon, Utah 84042
(Address of principal executive offices, including Zip Code)


355 South 520 West
Lindon, Utah 84042
(Former name or former address, if changed since last report)


cpeterson, WINAL
------------
Futility is persistent

[ Reply to This | # ]

List of lenders
Authored by: Anonymous on Thursday, April 01 2010 @ 12:12 PM EDT
...including Seung Ni Capital Partners, LLC, Jan Loeb, Leap Tide Capital Management, Inc., Steven Shin, Henry C. Beinstein, Stanley A. Beinstein, Neil J. Gagnon, Robert Dyson, WBS LLC, Ne Obliviscaris, Ltd., Darcy Mott, Clemons F. Walker and Herbert W. Jackson
Is there anything new here ?

[ Reply to This | # ]

Sheeesh!
Authored by: Tufty on Thursday, April 01 2010 @ 12:23 PM EDT
Treat yourself to a whistling kettle, stat!


---
Linux powered squirrel.

[ Reply to This | # ]

14% interest?
Authored by: rsmith on Thursday, April 01 2010 @ 12:46 PM EDT

Am I the only one who thinks that sounds like a bad deal? (And yes, I know SCOG is a bottomless money pit, and I wouldn't lend them a cent. But that is because I don't like dealing with people whom I perceive as lacking in ethics)

The way I see it, the two million will burn quickly in the litigation furnace, leaving the lenders to grab any remaining assets when SCOG goes into Chapter 7. A slightly less than stellar performance for both the trustee and BC judge, IMO.

---
Intellectual Property is an oxymoron.

[ Reply to This | # ]

Judge hands copyrights to SCO in supprise ruling
Authored by: Anonymous on Thursday, April 01 2010 @ 01:06 PM EDT
The Salt Lake Tribune has just broken the news.

In an unexpected announcement this morning, Judge Stewart presiding in the SCO
vs. Novell case has issued his rulings regarding issues which remained after the
jury portion of the trial unanimously decided Novell did not transfer any of its
copyrights to the UNIX operating system to SCO according to documents presented
in evidence during the previous month's weeks long trial.

Judge Stewart's ruling was on the remaining matter of "Specific
Performance" filed by SCO in which they claimed that even if no copyrights
transferred, Novell should be compelled to surrender them to SCO upon demand.
They had requested the court force Novell to effect a transfer. Judge Stewart
has granted that request.

"Today, I am ordering that Novell transfer all copyrights, documentation,
and other effects concerning UNIX to SCO immediately. It is abundantly clear
that the Asset Purchase Agreement, signed by both parties, allows SCO to demand
any assets held by Novell that SCO needed to run their business. By this
ruling, Novell will no longer have a stranglehold on the UNIX operating system,
and it will henceforth be in complete control of SCO. Because the original
transfer of UNIX was incomplete due to SCO not having enough money to pay for
everything, I am also ordering SCO to pay the sum of $50 million to Novell for
the remaining assets. This should bring the matter before the court to a
close."

When asked how SCO would pay since they're in bankruptcy, Judge Stewart stated:
"I am aware SCO is currently in financial difficulty, and does not have the
$50 million at hand. Therefore, Novell will have to file or amend it's claim to
the bankruptcy court just as any other creditor. I am also directing the
bankruptcy court to terminate all further proceedings, and to assign all assets
to Mr. Ralph Yarro, and to re-instate Mr. Darl McBride as CEO. I am confident
that under their expert guidance, creditors will eventually get a just
settlement once SCO is back on its feet."

After the announcement, there was an outdoor photo-op on the courthouse lawn for
the press. Present were Judge Stewart, Darl McBride, and Brent Hatch, attorney
for Boies, Schiller, and Flexner, the firm representing SCO during the last
seven years of litigation. The three were standing, with Mr McBride on the left,
Judge Stewart center, and Mr Hatch right, all with arms over each others'
shoulders. A beaming McBride held a briefcase in his right hand, left arm
draped over Judge Stewart's shoulders with his left hand on Mr Singer's arm.
"This is a landmark day for Truth, Justice, and the SCO way," McBride
said. "I hold in this briefcase, millions of lines of UNIX code owned by
SCO and infringed by others. I will be placing our copyrights in there as well
for safekeeping as we prepare to continue our litigation campaign." Judge
Stewart remarked, "There were those watching this trial that claimed a fix
was in. Well, they're wrong. There was no fix. There didn't need to be.
Darl's my third cousin, and Brent's dad got me my judicial appointment."
Mr Hatch further commented, "Let this be a warming to all that would dare
meddle with SCO. We're right, and we have the law on our side. We have no
doubt SCO will soon emerge as the victor in the litigation remaining, as well as
cases we already have planned against those who would infringe on what is
rightfully SCO's. We have ways of not only making them pay, but can drag them
through court endlessly at our pleasure." With that, they retired,
chortling, to the Judge's chambers for what Judge Stewart described as 'a
much-needed drinking binge'.

Novell was unavailable for comment, and spectators were too stunned to speak
beyond incomprehensible groans as they clutched their stomachs and ran for
nearby bushes.

Dateline: Salt Lake Tribune, 1 April 2010

[ Reply to This | # ]

Only change-- Identifying Rex Lewis by LLC
Authored by: Anonymous on Thursday, April 01 2010 @ 01:51 PM EDT
Rex H. Lewis of Nevada, who loaned SCO 600,000 in the "Yarro" deal is being sued for non-payment of a Multi-Million dollar real estate loan in Nevada.

From the Amtrust complaint (as amended), it seems that Lewis and various entities in which he participated guaranteed several loans in 2003-2004 secured by Nevada real estate. The loans went into default. After foreclosure by Amtrust and sale of the properties in 2009, there was a principal shortfall of about $40 million in total, which Amtrust is seeking to recover, together with interest and costs.

See: http://dockets.justia.com/docket/court-nvdce/case_no-2:2010cv00439/case_id-72433 /

The lenders list has been slightly change in the 8A to identify WBS LLC with the name Rex Lewis.

The List of Lenders attached to the agreement between SCO and SNCP lists "WBS LLC (Rex Lewis)" as the largest single participant, with a commitment of $600,000.

WBS is registered and active in Nevada:
WBS LLC NV20041007942 Active Domestic Limited-Liability Company
Source: Nevada Business Entity Search, http://nvsos.gov/sosentitysearch/CorpSearch.aspx

Rex H. Lewis Nevada business history is checkered with Dissolved, Revoked, Permanently Revoked, Defaulted and Cancelled business.
Status Entity Name Officer Type Name
Active RHL FINANCIAL INC. Director REX H LEWIS
Active BETA VISTA, INC. Director REX H LEWIS
Active DENALI MOUNTAINS EDGE, INC. Director REX H LEWIS
Active WBS LLC REX H. LEWIS
Active ISSAC ONE LLC Manager CHRISTINE H SCHWAB
Active ECHO FOX LLC Manager CHRISTINE H SCHWAB
Active SCHWAB BUSINESS SERVICES, LLC Manager CHRISTINE H SCHWAB
Cancelled VICTORVILLE COMMERCIAL LIMITED PARTNERSHIP General Partner REX H LEWIS
Cancelled PROVO SHOPPING CENTER LIMITED PARTNERSHIP General Partner REX H LEWIS
Default MAYA LLC Manager REX H LEWIS
Default MESA VERDE INC. Director REX H LEWIS
Default MONTICELLO PROVIDENCE, INC. Director REX H LEWIS
Default SOUTH POINTE RESIDENTIAL, INC. Director REX H LEWIS
Default OMEGA VISTA LLC Manager CHRISTINE H SCHWAB
Default COTTONGIN LLC Manager OMEGA VISTA LLC
Default JONAH LLC Manager OMEGA VISTA LLC
Default LOGANDALE FORTY LLC Manager OMEGA VISTA LLC
Default HIDDEN VALLEY GLENDALE LLC Manager OMEGA VISTA LLC
Default HEYER WITTWER LLC Manager OMEGA VISTA LLC
Default Alpha Vista, LLC REX H. LEWIS
Dissolved WCMV LIMITED LIABILITY COMPANY Manager REX H LEWIS
Dissolved CARD FINANCIAL SERVICES, LLC, A LIMITED LIABILITY COMPANY Managing Member REX H LEWIS
Dissolved GILBERT RIGGS LLC. Managing Member REX H LEWIS
Dissolved BRIAN HEAD LLC Managing Member REX H LEWIS
Dissolved CLIFFS VIEW LLC Managing Member REX H LEWIS
Dissolved INDIGO RUN INC. Director REX H LEWIS Dissolved NEWPORT MAGIC LLC Manager OMEGA VISTA LLC
Dissolved SOUTH WALNUT LLC Manager OMEGA VISTA LLC
Dissolved VISTA HOMES LIMITED LIABILITY COMPANY
Permanently Revoked LANCASTER COMMERCIAL LIMITED PARTNERSHIP General Partner REX H LEWIS
Permanently Revoked CATHEDRAL COMMERCIAL LIMITED PARTNERSHIP General Partner REX H LEWIS
Revoked LAUGHLIN, LLC Managing Member REX H LEWIS
Revoked SOMERSET SFR, LLC Managing Member REX H LEWIS
Revoked OQUENDO LLC Managing Member REX H LEWIS
Revoked MOUNTAIN VALLEY POTATOES LLC Managing Member REX H LEWIS
Revoked O'HARE SPRINGS LLC Managing Member REX H LEWIS
Revoked STARHILL LLC Managing Member REX H LEWIS
Revoked AHC LLC Manager REX H LEWIS
Revoked STRATEGY INVESTMENTS, INC. President REX H LEWIS
Revoked STRATEGY INVESTMENTS, INC. Secretary REX H LEWIS
Revoked STRATEGY INVESTMENTS, INC. Treasurer REX H LEWIS
Revoked TRESOR BLACK MOUNTAIN, INC. Director REX H LEWIS
Revoked HH INV LLC Manager OMEGA VISTA LLC
Revoked CALUSA LLC Manager OMEGA VISTA LLC
Revoked MOUNTAIN SUN, LLC Manager OMEGA VISTA LLC
Revoked HORIZON GIBSON LLC Manager OMEGA VISTA LLC
Revoked RAINBOW ERIE, LLC Manager OMEGA VISTA, LLC
Revoked Pebble Cimarron Manager OMEGA VISTA LLC

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SCO's 8-K/A - Amending the 8K About the Yarro Loan
Authored by: Anonymous on Thursday, April 01 2010 @ 02:25 PM EDT
Read backwards:
In GNUes

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Well, I'll be. She's human after all
Authored by: Anonymous on Thursday, April 01 2010 @ 03:12 PM EDT
The pot was red hot and totally empty before we realized what I'd done.

Welcome. It really isn't as bad as it often seems.

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"Super Priority"?
Authored by: Anonymous on Thursday, April 01 2010 @ 03:32 PM EDT

10.1 Form of Secured Super-Priority Credit Agreement dated as of March 5, 2010 among the Bankrupt Estates...

It's actually called a "Super-Priority Credit Agreement" in court documents? How can anyone take it seriously?

Suggested new corporate slogan for SCO: "To absurdity - and beyond!"

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Twenty Questions...
Authored by: SK8TRBOI on Thursday, April 01 2010 @ 03:40 PM EDT
To my eyes, this whole loan-thing was nothing more than a desperate final
“wager” by a group of compulsive gamblers – putting the last of little Johnny’s
college fund on a pair of fives.

Recall the timing of the loan. They were sated with kool-aid, basking in pre-
and mid- trial hubris ...in the words of the esteemed Trustee: "I was quite
confident we were going to prevail."

Therefore, I can't help but think that this was just one last "bet" -
one last throw of the dice by some of the insiders to be first-in-line when SCO
finally prevailed at "their day in court." Just as with compulsive
gamblers they thought there was still a chance at grabbing the brass ring and
this group really, really, (really) didn't want to be left out.

Alas, the die came up snake eyes.

In fact, Gamblers Anonymous (an organization that does great work and helps many
people) has a list of Twenty Questions to ask yourself to determine if you have
a gambling problem. I was startled to see how well these questions could be
applied to our friends in Salt Lake and I’ve listed thirteen of the twenty that
seem to eerily fit this entire 7-years-and-running debacle. I’ve replaced the
word “gamble” with “litigate”. I think you’ll find the results extraordinary!

1. Did litigating affect your reputation?
2. Have you ever felt remorse after litigating?
3. Did you ever litigate to get money with which to pay debts or otherwise solve
financial difficulties?
4. Did litigating cause a decrease in your ambition or efficiency?
5. After losing did you feel you must return as soon as possible and win back
your losses?
6. After a win did you have a strong urge to return and win more?
7. Did you often litigate until your last dollar was gone?
8. DID YOU EVER HAVE TO BORROW to finance your litigating?
9. Have you ever SOLD anything to finance litigating?
10. Were you reluctant to use "litigating money" for normal
expenditures?
11. Did litigating make you careless of the welfare of yourself or your family?

12. Did you ever litigate LONGER THAN YOU HAD PLANNED?
13. Did you ever have an urge to celebrate any good fortune by a few hours (or
years – ed.) of litigating?

I think these folks need an intervention!!


---
SK8TRBOI

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SCO Germany
Authored by: Anonymous on Thursday, April 01 2010 @ 04:53 PM EDT
>>>
...I still don't see SCO's operating report for the German subsidiary on
unternehmensregister.de. It's overdue, I think by some months, so in case they
forgot, I'll just mention it.
>>>

https://www.unternehmensregister.de/ureg/result.html;jsessionid=DE8821F2B1148A9C
549A45B9E7AEBDFC.www01-1?submitaction=treenav&prefix=1&filterbox=true

Here you will see that the last report covered 2006-2007
and was amended on Sept. 7, 2009.

Don't hold your breath for anything more recent.

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  • SCO Germany - Authored by: PJ on Thursday, April 01 2010 @ 09:53 PM EDT
Cute way to sidestep the laws
Authored by: Anonymous on Thursday, April 01 2010 @ 06:23 PM EDT
Or not. This really angers me! Why in the name of whoever did the BK court
allow this -- a super priority loan with a default clause that simply
circumvents all possible legal actions of that court? Abdication, malfeasance,
and a lot of less printable words come to mind on this one. With a company
posting large and continuing negative numbers, it should have been very obvious
that there was somewhat more than "significant risk" of default -- and
companies in BK aren't supposed to be able to do things like that, are they?

Give priority to the fairy over all the legally entitled creditors that had long
standing claims?

This isn't the fix is in, this is the fix has already happened, as we say here
in front of deity and everyone, and we only just barely noticed. Think what
would have happened had the Novell case (which isn't over yet) gone the other
way...

After 7 years of expensive for all litigation, a mere 2 mil takes it all?
Something is much more than fishy in Denmark.

IMO, which ain't worth much, someone needs jail time for just this alone. This
is !utter! disregard for all thats true, right, fair, and probably legal as
well.

DougC

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SCO February MORs
Authored by: _Arthur on Thursday, April 01 2010 @ 07:16 PM EDT
SCO has filed its February Monthly Operating Report(s)

SCO has postpetition liabilites of $2,959K
$995K in Accounts receivable, including $187K that's 90+ days old
$1,441K in Accounts Payable, including $674K that is 90+ days old

On 2/25/10, they made a $675 check to Cursed Network Corporation.

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