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SCO Files Chapter 11 Reorg Plan

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SCO Files Chapter 11 Reorg Plan

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SCO has filed a Chapter 11 Reorganization Plan and Disclosure Statement with the bankruptcy court in Delaware, a step on the company’s path to emerging from the protective cover of bankruptcy, going private, and rejoining the fight over Linux.

Pending court approval, the 63-page document says SCO is going to pay off all its qualified creditors in full on the plan’s effective date – well, at least the ones that aren’t counting on a windfall by way of litigation. It will also seat a new board and, possibly, enthrone a new CEO.

It looks, however, like there’s gonna be two entities once SCO’s out of Chapter 11: one that pursues the myriad litigation (what the plan calls the SCO Group) and the other that minds the Unix store (what the plan calls Reorganized SCO).

Steve Norris, the billionaire co-founder of the famed Carlyle Group, the guy who as Stephen Norris Capital Partners raised the $100 million going into taking SCO private, will own at least 51% of the Unix store, with dibs on the litigation piece.

Any assets that the litigation arm manages to accrue won’t be transferred from one pocket to another until somewhere down the road when “all Disputed Claims and, in particular, any claims held by Novell, IBM, Red Hat or AutoZone, are finally Allowed or Disallowed pursuant to Final Orders.

That way Norris’s assets and those of his rich friends in the Middle East who are kicking in the money would be protected.

Norris and friends are paying $5 million for control of SCO: $2 million goes to existing shareholders and their new stock goes into a trust awaiting resolution of the litigation.

The other $3 million goes into running SCO, which could emerge with a new name, and pursuing the company’s Unix and mobile interests. (SCO says one large prodigal Italian account has just said it’s coming back to the SCO OpenServer fold after dallying with Linux and Microsoft.)

Meanwhile, the litigation gets to draw as needed against the remaining $95 million line-of-credit pursuing SCO’s suits against Novell, IBM and AutoZone and answering Red Hat’s suit against SCO. How much of the company Norris and his pals wind up with depends on how successful the litigation is.

Given that the whole point of the exercise is the litigation it’s probably safe to assume two things: first, that they’ll whistle up legal reinforcements to backstop SCO’s famous lawyers, Boies Schiller & Flexner, and second, that that $95 million is not a hard stop.

This might be one time that IBM’s legal staying power has met its match.

A hearing for approval of the Disclosure Statement is set for April 2 in Delaware.

There’s a copy of the reorganization plan on SCO’s site at http://sco.com/compant/news/investor/reorg_plan.html.


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