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SCO's Baaaaack With $100m To Pursue Its Case Against Linux

SCO going private will give the Groklaw crowd one thing it's always wanted - SCO CEO Darl McBride out

SCO’s back from the grave with a doozy of a reorganization plan and $100 million to spend pursuing its legal case against Linux.
This is top-drawer coin-of-the-realm kind of money put together from the deep-pockets of the Middle East by Stephen Norris, the co-founder and former president of the ultra-posh Carlyle Group, the guy who had Prince Al-Waleed bin Talal Al Saud salvage Citibank on a cold call and turn a $15 billion profit on mere $590 million equity investment.
After leaving Carlyle, whose chairman is now ironically ex-IBM CEO Lou Gerstner and whose resources, shall we say, include from time to time politicos like the Bushes, père et fils, and former prime ministers like John Major, Norris started Stephen Norris Capital Partners LLC, another chi-chi private equity firm that’s done things like, oh, recapitalize Suez.
It’s Norris Capital Partners that’ll be buying at least 51% of SCO and taking it private.
We’re talking about people who can buy all the legal talent in the world who’ve looked at SCO’s evidence against IBM and Novell and Linux and think that – despite all the monumental setbacks – the case is still eminently winnable – and if not the case that’s filed then a new case they’ll file.
People who, if they do win, won’t just take IBM and Red Hat and Novell to the cleaners, they won’t have a bit of compunction or an ounce of political correctness about demanding a SCOsource tax from every Linux user on the globe.
We’re potentially talking billion here, folks, the only numbers these kind of people think in.
They also reportedly think that with them in the picture SCO can restart some of its Unix revenues and like the possibilities of its mobile technology. Heck, it might be a short-term investment, if a settlement offer come in and takes SCO out. Or SCO could eventually go public again.
Anyway, the way they get there from here is for Norris to buy 51%-85% of SCO, which yesterday had a market cap of all of $1.31 million, for $5 million and make the other $95 million available to SCO as a five-year line of credit secured by all of SCO’s assets and legal claims – present and future.
The memorandum of understanding between SCO and Norris was filed this morning with the bankruptcy court in Delaware as sort of a downpayment on a final, polished reorganization plan to be filed later to get SCO out of Chapter 11.
SCO was never really bankrupt – though it’s verging on it now – but in a clever legal move sought bankruptcy protection as sanctuary from the Utah federal court that it was afraid would slap it with a constructive trust and so prevent it from appealing the court’s devastating – and supposedly wrongheaded – summary judgment that Novell owns the Unix copyrights.
SCO will be asking the bankruptcy court to okay the Norris deal and release it from Chapter 11 but at the same time will also reportedly be asking it to stop Utah from confiscating its last dime before it can post bond and appeal to the Denver appeals court.
If Delaware, which has already claimed dibs on the imposition of any constructive trust, says no, the worst that can happen at this point is that SCO has to draw down the money to pay Novell from its interest-bearing $95 million line of credit, something it wants to avoid. But one way or another it’ll go to Denver, something neither IBM nor Novell reportedly want to see happen.
According to the MOU – which, by the way, specifically calls for “aggressively” pursuing SCO’s case against AutoZone as well as the Novell/IBM imbroglio – how much of SCO Norris and his money people get – 51% to 85% – depends on the amount of damages SCO ultimately has to pay to settle – by virtue of a “final, non-appealable judgment in the Novell/IBM litigation (or to settle the Novell/IBM litigation in a settlement transaction that requires a net payment to Novell/IBM).”
If it’s zero to $30 million, they get 51%. If it’s more than $30 million, they get 85%. If it’s somewhere in between then it’s pro-rated.
Given how slowly the law moves, particularly in this case, it could take a long time to get to any “final, non-appealable judgment” that, as the MOU anticipates, includes any Red Hat claims too.
SCO going private will give the Groklaw crowd one thing it’s always wanted – SCO CEO Darl McBride out.
Although McBride reportedly put this deal together, he’s too much of lightening rod to stay once the deal is done. He’s unlikely to go far; he knows too much. Maybe he’ll spend his idle hours sussing out who Groklaw really is.
Norris will get four seats on what will be a seven-man board. The remaining shareholders get the other three seats including one for the CEO and one for an outside director, an industry guy designated by a majority of the board. The MOU anticipates that the board will be indemnified “to the maximum extent permitted by law.”
Jeff Hunsaker, the company’s sales chief, who was named president and COO two months ago, will continue in that role.
SCO previously came up with the idea of selling Unix – but not its legal case – to an outfit in New York called York Capital for ~$16 million with York reportedly wanting to close by this past December.
The idea was abandoned after Novell objected and the bankruptcy court ordered the Utah trial to proceed on the theory that a decision on selling off assets would be kinda hard to make until SCO’s liability to Novell is known.
Novell claims it’s owed the millions SCO got from Microsoft, Sun and the aborted SCOsource Linux tax attempt.
The Utah trial is set to start on April 29.
What could kill the Norris deal is something turning up in due diligence or the court not approving SCO’s arrangement with its lawyers Boies Schiller or the MOU itself by April 28.
Meanwhile, according to what it’s been telling the SEC, SCO has started a “reduction in force,” cutting roughly 30 people or 26% of its workforce to “conform to its current objectives and opportunities.” In the year ending October 31 SCO lost $2.96 million on revenues of $21.6 million, with its Unix revenues down 26%, a fact it lays at Linux’ door.

More Stories By Maureen O'Gara

Maureen O'Gara the most read technology reporter for the past 20 years, is the Cloud Computing and Virtualization News Desk editor of SYS-CON Media. She is the publisher of famous "Billygrams" and the editor-in-chief of "Client/Server News" for more than a decade. One of the most respected technology reporters in the business, Maureen can be reached by email at maureen(at)sys-con.com or paperboy(at)g2news.com, and by phone at 516 759-7025. Twitter: @MaureenOGara

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Most Recent Comments
SCOVoice 12/03/09 08:17:00 PM EST

Alright students, class is in session. I'm going to make this easy
for everyone. You have all seen the book Where's Waldo. We're going
to play Where's Norris (Steven Norris).
I remain shocked and even appalled that the Trustee has not taken
the time to do this work for us. All this took was a few hours
searching on the Internet, making a few phone
calls (I still have several to make), and asking a few people to
run some errands. Here is the theory: Steve Norris is a broke fake
and a fee whore (I carefully selected words
here). See if you can follow the facts and the line of reasoning.
Of course I encourage anyone out there to offer contrary evidence.
Steve Norris doesn't do deals, he lures
people and companies in and seduces them with the promise of
capital raising (especially through his contacts in the Gulf). Then
he quietly slips out and ends up suing or being

The record however will support only one reality; Steve Norris
sucks huge fees from individuals and companies and doesn't deliver;
ever. He was kicked out of Carlyle Group.
His partners now enjoy a standing on the billionaire list while Mr.
Norris continues his fee grubbing. He has no partners or friends;
just fee pimps and fee junkies (his cronies
that follow him around and prop up the facade--you scratch my back
I'll scratch yours). Here follows five or six examples. I'm sure
there are plenty more. These are the ones
I have found with very little effort. Norris formed a partnership
with two or three guys including Dennis Dammerman (past CFO of
General Electric). They were raising "a fund"
another Norris specialty that never happens). The partnership
blew up. A law suit was filed against Norris claiming that he stole
fees (another partner paid Norris' travel,
expenses, and consulting fees; even a Golf Tournament sponsorship).
Norris never spent a penny of his own money. The deal blew up.
Norris vanished. Not a dollar was raised.
The case goes to trial in NYC this month. Norris just lost another
case at trial in Washington DC last month in which he was suing for
fees he should have received. Norris
formed a "partnership" named "Peninsula Partners" with the very
character who is suing him now; Mark Robbins. The partnership also
included Robbins' father-in-law Mr. Ed Davies.
Norris claimed to be able to raise the money to purchase a ski
resort. He never did. There are several law suits still active.
Norris got fees, expenses, but never delivered $1.
The partnership blew up, a suit followed, another suit followed.
Law suits surrounding this fiasco are still active.

Now Norris has at least two other "partnerships;" Gulf Capital
Partners and Talos Partners. Norris is the "Chairman and Managing
Partner" of the Gulf Capital company. He is
listed as just a board member of the second company. A friend of
mine walked over looking for the Gulf Capital Partners offices.
There are no offices. I will make a bet; there
is no office, no "partners," no balance sheet, no board minutes,
and no deals. There will be no employees, no payroll, no
accountants licenses, or business registrations.
The same person I spoke with told me that there was a deal with a
hotel chain that fell through. Norris claimed to have big money
lined up in "the Gulf" with some royal family.
Of course there was no deal. By the way, the deal recently closed
with another group; not Norris. Rest assured; the only things you
will find when Gulf Capital blows up is that
Norris received his fees, expenses, ran around the globe on someone
else's credit card, blown up relationships, and law suits. Norris
also appears as a board member of Talos
Partners. I have a guess; Norris receives fees, told the other
partners he would bring deals, money, and relationships (especially
in the Gulf), and has never delivered a thing.
It appears that Norris lasts 12-18 months in every deal before they
discover his con game. Then, they throw the guy out, someone sues
him or he sues someone (he is a lawyer
after all). Norris has no friends and no partners. He has broken
deals, broken relationships, fees, and lawsuits. Searching the
public records I found at least four recent
and/or active lawsuits with former "partners." How long do you
expect his current partnerships will last before they go to the
next phase of busted relationships, finger
pointing, and law suits? By the way, I called directory assistance
in New York for Gulf Capital Partners. No listing. Mr. Trustee, I
assume you have sent someone to the Gulf
Capital Partners offices in New York City. Do I dare make another
bet that there is no office in NYC Mr. Norris? How about a phone
number? This guy is a fake. I can't believe the authorities let him
get away with this.

So here we are waiting for Steven Norris and Gulf Capital Partners
to fund SCO? Mark Robbins (the guy with a warrant out for his
arrest) is tied to Norris at every turn
including SCO. I sincerely hope that the trustee has done more work
than I have. I assume the trustee has asked to see Norris' balance
sheet, or the balance sheet of Gulf
Partners. I assume that the trustee has asked Mr. Norris for a
record of the last deals he has transacted or funded in the last ten
years. I predict that the game is finally up
for Norris. The world (thanks to technology) is on to him. His fee
pimps will quietly disappear (because people will start coming
after them). Norris won't be able to get a
gig in the US. By the way, word has it that his name is mud in the
Gulf too. The relationship with the royals that he boasts is
actually a very bitter relationship and may
have been one of the things that got him ousted at Carlyle. If SCO
has a prayer it needs someone credible. Norris is not that person.

I will part with another big bet; that Norris has received fees
from SCO and/or individuals at SCO. I'll place a safe bet that if
you follow the fact trail you will find that
someone has paid Norris big fees and all his expenses while he flew
around supposedly working for SCO. Certainly the trustee has asked
all of these questions. I'm going to
keep beating the bushes. Where's Norris? He and his cronies seduce
people and companies with promises of fund raising, advisory work,
opening doors to important people, then they
begin collecting fees and expenses, then they deliver nothing or
worse things blow up, then they quietly disappear into the shadows
or they are pushed out), then Norris sues
someone or the partnership sues him or both. One thing is for sure;
try to find a surviving Norris "partnership" or friends. Now find
Norris in the picture.

Here is something I just found. More to come.

• Washington Investment Partners, L.L.C., et al. v. Ayman A.
Boodai, et al.; Ayman A. Boodai, Fahed Boodai, TBC Funding Corp.
and Global Securities
House, third-party plaintiffs v. Stephen L. Norris, third-party
defendant. Case number 2007-CA-000693, filed in District of
Columbia Superior Court on January 29, 2007.
The defendants in this action, who also acted as third-party
plaintiffs in their complaint against Norris, alleged that Norris
ceased being a principal in Washington
Investment Partners (“WIP”) in February 2005, and thus his meetings
with Ayman Boodai’s investment group after that date, where Norris
was said to be acting on behalf of
WIP regarding the $91 million purchase of the Transpoint Building
in Southwest Washington, D.C., were not in good faith. (The
Transpoint Building was leased by the General
Services Administration.) Boodai pointed to trial transcripts
quoting WIP executive Idris Al-Senussi as saying that “Steve was
going and doing, he just does not agree with
our policy of doing real estate. He wants to do some other things,
so he and Mr. Camalier [WIP chairman F. Davis “Davi” Camalier]
agreed that we split up, from my understanding split up.” Senussi
later said Norris “moved his stuff” out of EIP’s offices, but did
not recall the date in the trial transcripts; “maybe 2005, I don’t
remember,” Senussi said. Boodai said Norris lacked the “decision-
making” authority to enter into the agreement, and cited Norris’
own testimony of May 11, 2009, discussing all that he was not
responsible for (a full transcript was not part of the public case
file.) Based in part on Norris entering into contracts on WIP’s
behalf without sufficient authority, Boodai sought to have WIP’s
claim of punitive damages of $50 million dismissed. Although the
court granted the Boodai group’s order to dismiss the punitive
damages – leaving Boodai liable only to pay $636,000 in attorney’s
fees – the decision noted that Boodai “initially contended that Mr.
Norris had no authority to enter this [Asset Management Agreement]
on behalf of WIP but have since abandoned this claim.”

AceBitbucket 03/27/08 04:31:40 PM EDT

Interesting take on this. However, it is spoiled by an examination of the actual offer which doesn't promise much of anything. And, in fact, is not really very clear what they are attempting to buy. If I were the bankruptcy judge, I think that I would want the $100M in an escrow fund before I took any of this seriously.

british 02/28/08 04:27:45 AM EST

And it may even lead you to the "real identity" of Pamela Jones!

Get a life, Maureen. Everyone knows you're a shill (except maybe you).

George 02/16/08 08:46:47 PM EST

Ah, but we do know where Darl is going. Word on the street has him headed to Redmond where he will take the place of a balding executive, who wants to spend more time with his family.

This won't happen quickly - the rumors say 9-12 months. Should be interesting.

Carole Malvern 02/15/08 10:39:58 PM EST

Maureen: How deluded do you have to be to even believe this tripe? You've seen the hand that SCO holds. It's the weakest stuff in the room. Anyone can and will beat it.

An additional $100M from the Saudi's isn't going to change this for the better.

Winfried Maus 02/15/08 02:49:16 PM EST

No, SCO is not back from the grave, they will just take the one hundred million dollars with them off to never-never land.

A short dialog from "Gladiator" fits perfectly here:

Quintus: "People should know when they're conquered."
Maximus: "Would you, Quintus? Would I?"

Well, some of those billionaires obviously are in a state of denial, but still believe that their money can buy them everything. Even a court decision in their favor in a trial that was lost before it even begun.

klawischnigg 02/15/08 07:28:17 AM EST


SCO News Desk 02/14/08 01:19:18 PM EST

SCO's back from the grave with a doozy of a reorganization plan and $100 million to spend pursuing its legal case against Linux

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