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Want to Buy SCO's Software Business?

By Pamela Jones et al.

SCO would like to sell it. "As is, where is", they say. It defines what it is selling as "essentially all of the Debtors' software business assets". Excluded is SCO Japan and SCO Canada and the litigation rights regarding Novell, SUSE, IBM, Red Hat, etc. You also don't get "Seller's rights and obligations with respect to the SVRX Licenses (as defined in the Santa Cruz-Novell APA)". So... you buy the business, but SCO then contacts all your customers every month or so to collect money for Novell? Caveat emptor, y'all.

"Additional Disclosure Schedules may be added Upon Finalization of Agreement," SCO says. Like... um... the buyer? Little details like that? I mean who'd want the business on these terms, I wonder? Ralph Yarro? Darl? Whoever it is, he or she is ready to roll:

At the Trustee's request, OPA has begun the process of marketing the Debtors' business by preparing a due diligence room and marketing materials, identifying potential purchasers and engaging in preliminary discussions with certain interested parties. Immediately upon approval of this Motion, OPA is poised to commence the sale process without delay.

So. An auction. Kind of like Jeapordy, though, with certain interested parties ready to hit the buzzer. But, you may say, what about Novell? It blocked SCO earlier from selling these same assets:

14. Before the appointment of the Trustee, the Debtors attempted to sell their assets and were met with objections by Novell, based on, inter alia, the uncertainty of the Debtors' rights in the UNIX and UnixWare copyrights in light of the then pending Utah Litigation. Now that the 10th Circuit, the District Court on remand and the jury have ruled and the Debtors' interest in the Acquired Assets is clarified, the Trustee seeks to sell the Acquired Assets to maximize value for the estates.

What about the appeal? Isn't SCO planning to win? What happens to the assets is SCO were to win? I guess then Novell can't get them to pay off their damages, as the assets transfer without encumbrances. Oh, say. Another smooth move from SCO. SCO wanted payment of the costs to Novell to wait for an appeal, but the assets it wants to transfer asap. SCO really doesn't want to pay Novell, I guess. It sees the handwriting on the wall, and it wants the software business off the table and in a friendly pocket. That's how it looks to me.

It also wants to hire a firm, King & McCleary, to do taxes for SCO. It believes SCO lacks the employees necessary to do the job. And the job is federal and state tax returns for *2008* and 2009:

Based upon the status of these chapter 11 cases and the state of the Debtors' businesses, the Trustee believes that the engagement of King & McCleary is necessary in order to bring the Debtors into compliance with applicable non-bankruptcy law. Specifically, the Trustee does not believe that the Debtors have the necessary staff to perform the Tax Services internally.

2008? It proposes August 23rd be the date for a hearing on this motion. "Stalking Horse Identified, if any" on October 11, with the qualified bid deadline set for October 5. The documents says there could be one or more buyers. Then the auction on November 1 and a projected closing date of November 30.

Full post as published by Groklaw on August 09, 2010 (boomark / email).