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The ability to build up a “war chest” of cash was too compelling to pass up—and so The SCO Group agreed to a $50 million investment deal, announced yesterday, with investment fund BayStar Capital.
In a media and analyst teleconference Friday, CEO Darl McBride said he is pleased with the structure of the transaction, which is favorable to both the company and its shareholders. “They are non-voting convertible shares and, once converted, the investors will own 17.5 percent of the companys outstanding shares,” he said.
SCO Chief Financial Officer Bob Bench said there is no timing on the conversion of the shares, which are immediately convertible and have to be redeemed in minimum batches of 100,000 common shares at a time. There is also mandatory redemption once the stock price reaches 150 percent of the transaction value or 20 consecutive trading days at that level.
“SCO also has redemption rights and after three years can redeem the stock with a liquidation preference. So we have a lot of freedom to redeem this stock if BayStar has not converted,” Bench said.
No dividend will be payable on this stock for the first 12 months, but will then kick in at 8 percent and then rise by up by 2 percent for each of the next two years with a 12 percent cap.
The net proceeds of the investment deal, combined with cash SCO had on hand at the end of the July quarter, give SCO $61 million cash on hand. “The deal now strengthens our balance sheet and allows SCO to continue expanding its product base,” he said.
Asked why the company decided to follow this route now, McBride said its “easiest to raise cash when you dont need it and thats the situation we find ourselves in today. Were generating cash from our operations, so why now? The ability to build a war chest right now was too compelling to pass up,” he said.
BayStars transaction history was one of the major factors in SCOs decision to go with an outside investor, as well as its breadth and reach of investments in the IT marketplace, he said.
McBride also pointed out that SCO did not solicit the investment deals, but was approached by several companies interested in taking an investment stake in the company. “Also, a year ago the share price was far lower and the dilution would have been far higher had we done the deal at that time,” he said.
The proceeds will be used to grow and expand SCOs businesses. On the Unix front there are more than 2 million servers running, and the company is committed to moving this product forward. Web services is also a potential area with the ability to go out and put a wrapper around these services. In addition, SCOsource offers a lot of opportunities to further enforce its intellectual property rights.
“Were not here to spell out how the money will be allocated, but we have this war chest to take the company forward from here,” McBride said.
Next page: Whats happening on the litigation front.
Page Two
On the litigation front, SCO has sued IBM for more than $3 billion, warned SGI that it is in violation of its Unix agreement, and claims that Linux is an unauthorized derivative of Unix.
Asked by eWEEK if SCO is backing away from its threat to send invoices to corporations using Linux and to sue them, McBride said SCO wants to give customers a chance to work with the company around its licensing plan and the immunity that it will give customers using Linux going forward.
“Our plan was to work with them rather than drag them into court. Were getting very good feedback; were signing up additional deals, and its bearing fruit,” McBride said. “Our goal was never to just go out there and sue them all, but rather to work together to resolve this, and were having good traction with our licensing discussions.
“Were not running a 100-yard sprint here; we are in a marathon, and were in this for the long haul,” he said.
SCO has met with a number of “major” industry leaders and is not ruling out the possibility of some sort of industry settlement around the legal issues. The case is not just about IBM; it affects other players, so the industry as a whole might want to resolve them, and SCO is open to that, he said.
SCO is also in discussions with SGI. “We are pleased with SGIs behavior in the 60-day warning notice period we gave them,” McBride said. “We are also pleased with the discussions there. We dont have any resolution today, but we continue with those discussions.” McBride said there are no other “troubling” Unix vendor issues on the horizon.
However, SCO has 6,000 Unix licensees who could be using Linux in an infringement of its rights, and this is the area the company is now focusing on, he said.
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