Re: TPL BK Pacers 1-16-14 - Change in Control?
posted on
Jan 17, 2014 07:45PM
Buried in Futjitsu's request for a Licensee Committee (which I completly understand) is a comment that the Licensees might help find a mutually acceptable solution. What if Fujitsu (or a consortium) offered to buy the assets of TPL in a fairly conventional Asset Buyout? The proceeds to TPL would probably be "just enough" to pay all TPL justifiable debts and close the bankruptcy case. How could a Bankruptcy Judge not approve it? How could Creditors (other than insiders, family et cetera) not approve it? BUT what would Chuck Moore and PTSC shareholders get? Watch out for a "Change in Control" update to PTSC by-laws, if one isn't there already. It usually makes all Stock Options immediately vest and become exercisable (although it seems the PTSC BoD is smart enough to extend dates or reissue options since they don't need shareholder permission to do it). I would think shareholders would have to vote on an acquisition of PTSC but we don't know who owns lots of the stock....
NO!!!! This is not a "pump" attempt and don't dare treat it as such. Having been "acquired" several times I am just thinking ahead. The comment I came across could have many outcomes.
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A Licensee Defender Committee Could Propose a Feasible, Confirmable Plan for the Benefit of all Parties
Given a modest amount of time and some Court required cooperation for information from the estate in organizing, a Licensee Defender Committee could propose a better alternative plan.
Because the OCC estimates only $8 million in real, net unsecured claims it should not be difficult for a Licensee Defender Committee to organize a competing plan, even using cost of defense amounts in settlements. Note, however, that neither the Debtor nor the troll sponsor OCC could ever itself accomplish that kind of plan designed by the Licensee Defender Committee, because no legitimate business targeted by trolls would ever want to revive a failing troll so that it
could harass them again in the future.