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Pachulski Stang Ziehl & Jones Wins Big at the 7th Annual M&A Advisor Turnaround Awards
This must be an April fool's joke.
LOS ANGELES, Apr 01, 2013 (BUSINESS WIRE) -- The M&A Advisor announced the
winners of the 7th Annual Turnaround Awards on Wednesday, March 6 at the 2013
M&A Advisor Awards Gala to a lively, sold-out, black tie crowd at The Colony
Hotel, Palm Beach, FL. Pachulski Stang Ziehl & Jones LLP
("PSZJ") was named Law Firm
of the Year in addition to receiving awards for its involvement with the
Reorganization of Lehman Brothers Holdings, the Restructuring of Reddy Ice
Corporation, the Restructuring and Sale of Coach America, and the Sale of
Trident Microsystems, Inc. The event was hosted by Bloomberg Chief National
Correspondent Carol Massar.
"Since 2002, we have been honoring the leading
turnaround transactions, companies and dealmakers. Pachulski Stang Ziehl & Jones
was chosen from over 120 nominations and over 300 participating companies to
receive its awards. It gives us great pleasure to recognize PSZJ and bestow upon
them our highest accolades for distressed investing and reorganization firms and
professionals," said David Fergusson, Senior Managing
Director, The M&A Advisor.
"We are honored to be acknowledged for the deals we
handled in 2012 and that our collective efforts garnered us recognition as Law
Firm of the Year," said Dean Ziehl,
PSZJ's Managing Partner.
"PSZJ represents the best of the turnaround industry
in 2012 and earned these honors by standing out in a group of very impressive
finalists," said Roger Aguinaldo, CEO and Founder of
The M&A Advisor.
The gala is the premier celebration of the year for the
industry's leading dealmakers and is held in
conjunction with the 2013 Distressed Investing Symposium that featured over 150
of the industry's leading distressed professionals
participating in exclusive interactive forums led by over 40 turnaround, media,
academic, and political stalwarts.
For a complete list of the winners please CLICK HERE.
PACHULSKI STANG ZIEHL & JONES LLP
Pachulski Stang Ziehl & Jones LLP is the largest corporate restructuring
boutique in the U.S. with offices in Los Angeles, San Francisco, Delaware and
New York. The firm is chapter 11 debtor's counsel to
American Suzuki Motor Corporation and recently represented Solyndra LLC, and
Mesa Air Group in their chapter 11 cases.
THE M&A ADVISOR
Since 1998, The M&A Advisor has been presenting, recognizing the achievement of
and facilitating connections between the world's
leading mergers and acquisitions, financing and turnaround professionals with a
comprehensive range of services including M&A SUMMITS; M&A AWARDS; M&A
CONNECTS(TM); M&A ALERTS(TM), M&A
LINKS(TM) MandA.TV and M&A MARKET INTEL(TM). Visit
www.maadvisor.com to learn more.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20130401006020r1&sid=cmtx4&distro=nx
SOURCE: Pachulski Stang Ziehl & Jones LLP
CONTACT:
Pachulski Stang Ziehl & Jones LLP
Seth J. Horowitz
Director of Marketing
sjh@pszjlaw.com
310-300-2035
Copyright Business Wire 2013
-0-
KEYWORD: United States
North America
California
INDUSTRY KEYWORD: Professional Services
Consulting
Legal
SUBJECT CODE: Award
I've completely lost touch here.
I see the symbol was deleted, did the company get dissolved?
The .22 distribution?
here are some extracts from the form 8-K filed December 19, 2012
Holders of common stock are expected to receive an initial distribution of $0.22 per share of common stock after payment of all Allowed Claims and provisions of taxes, and may receive additional Distributions in the future in accordance with the Plan; and
The Company will be dissolved at the earlier of: (i) all of the Company assets having been distributed pursuant to the Plan or (ii) the TMI Responsible Person determining, in its sole discretion, that the administration of the Company assets is not likely to yield sufficient additional proceeds to justify further pursuit. Notwithstanding the foregoing, in no event shall the Company be dissolved later than three years from the Effective Date.
It appears to me that there remains some chance to get further distributions as long as the company is not dissolved.
That's very true,
I guess I'm a little bitter I didn't hold on to be one of those.
If there is a dispensation of .22 cents it's still better than nuttin which happens to most BK stocks.
I'll read the Filings when I get a chance.
Unless it was on that tail on Oct. 16
that would suck for shareholders.
Cripe, good riddance finally.
TRIDQ: Plan of bankruptcy effective. All shares have been cancelled. Payable upon surrender of certificates; $0.22/share.**
http://www.otcbb.com/asp/dailylist_detail.asp?d=12/21/2012&mkt_ctg=NON-OTCBB
What's up with the new round of insider buying? Up and running! Anyone?
DJ Sigma Designs' 3rd-Quarter Loss Narrows as Revenue Improves
By Debbie Cai
Sigma Designs Inc.'s (SIGM) fiscal third-quarter loss narrowed as an acquisition boosted the chip manufacturer's revenue and as a significant write-down hurt year-earlier results.
The company, which makes chips for television set-top boxes and connected media players, is poised to take advantage of the rising adoption of Internet-based television. In May, Sigma acquired Trident Microsystems Inc.'s (TRIDQ) digital television assets, expanding Sigma's offerings in Internet-enabled television technology and establishing a position in the SmartTV market.
Last month, the company initiated a restructuring effort to save about $45 million in fiscal 2014 and to try to return to profitability on an adjusted basis in the first quarter of next fiscal year. Chief Executive Thinh Tran said Sigma plans to merge its media processor and DTV research and development expenses, and has already cut 44 employees in North America.
"Sigma is strictly focused and committed to returning to profitability in Q1 and to that end we continue to drive our $45 million cost reduction plan to achieve this goal," Mr. Tran said.
For the quarter ended Oct. 27, Sigma Designs reported a loss of $39.5 million, or $1.18 a share, compared with a year-earlier loss of $121.6 million, or $3.78 cents a share. Excluding acquisition-related expenses and other items, the adjusted loss was 27 cents compared with a year-earlier adjusted loss of eight cents. The company last year posted a goodwill write-down of $111.3 million. Analysts polled by Thomson Reuters most recently projected a loss of 17 cents.
Revenue grew 61% to $63.9 million, thanks in part to the digital-TV business acquisition. In September, the company anticipated revenue of $60 million to $64 million.
Gross margin narrowed to 39.9% from 45.3%.
Shares fell a penny at $5.64 in after-hours trading. Through Wednesday's close, the stock was down 17% over the past three months.
Write to Debbie Cai at debbie.cai@dowjones.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires
(END) Dow Jones Newswires
December 05, 2012 16:27 ET (21:27 GMT)
Copyright (c) 2012 Dow Jones & Company, Inc.- - 04 27 PM EST 12-05-12
Source: DJ Broad Tape
It is still not too late for an investment
Sigma Designs, Inc. Reports Second Quarter Fiscal 2013 Results
MILPITAS, CA, Sep 05, 2012 (MARKETWIRE via COMTEX) -- Sigma Designs(R), Inc.
(NASDAQ: SIGM), a leader in connected media platforms, today reported financial
results and business highlights for its second fiscal quarter ended July 28,
2012.
Net revenue for the second quarter of fiscal 2013 was $68.3 million, up $28.0
million, or 70%, from $40.3 million reported in the previous quarter and up
$21.6 million, or 46%, from $46.7 million reported for the same period last
year. The primary reason for the increase over the previous quarter was the
addition of DTV revenues of $26.6 million as a result of the acquisition of the
DTV business from Trident Microsystems.
GAAP net loss for the second quarter of fiscal 2013 was $13.3 million, or
($0.40) per diluted share. This compares to GAAP net loss of $13.7 million, or
($0.42) per diluted share, for the previous quarter and GAAP net loss of $22.0
million, or ($0.69) per diluted share, in the same period last year.
Non-GAAP net loss for the second quarter of fiscal 2013 was $4.1 million, or
($0.12) per diluted share. This compares to non-GAAP net loss of $8.5 million,
or ($0.26) per diluted share, for the previous quarter and non-GAAP net loss of
$14.0 million, or ($0.44) per diluted share, during the same period one year
ago. Non-GAAP adjustments for the second quarter consisted of $2.0 million in
amortization expense for acquired intangibles related to acquisitions, $2.7
million in non-cash stock-based compensation expenses, $2.5 million of inventory
mark-up, $1.6 million of gain associated with the valuation of the assets
acquired from Trident and $3.5 million in expenses associated with our
acquisition of Trident's DTV business. The reconciliation between GAAP and
non-GAAP net income (loss) for all referenced periods is provided in a table
immediately following the GAAP financial tables below.
At the end of our second fiscal quarter of 2013, cash, cash equivalents,
restricted cash and marketable securities totaled $106.4 million, or $3.19 per
share outstanding, a decrease of $43.8 million, or $1.41 per share outstanding
compared to the beginning of the fiscal year. This decrease was primarily due to
the payment of $42.2 million for Trident's DTV assets.
Management Comment "We are pleased to report $68 million in revenue for the
second quarter, in line with the upper end of our previous guidance. This is our
first quarter to recognize revenue from our digital TV (DTV) business, recently
acquired from Trident, which accounted for over $26 million this quarter. During
this quarter, home connectivity revenue increased, primarily due to emerging
deployments in Latin America and extended deployments in North America. Our IPTV
set-top box revenue was relatively stable, where we are maintaining our existing
IPTV accounts while positioning ourselves for increased demand in the emerging
hybrid IPTV space. Z-Wave home control opportunities are increasing, as
evidenced by our licensing of the Z-Wave software stack in exchange for an
aggregate license fee of $16.8 million. Overall, we feel we are in exciting
markets and are confident in our ability to deliver technological innovation
that will enable future growth," said Thinh Tran, CEO of Sigma Designs.
Mr. Tran continued, "Following Sigma's annual meeting of shareholders, which
effectively elected a new board of directors, our management team has been
heavily engaged with the new board in an extensive effort to evaluate the
fundamentals of our business segments, set a firm direction, and align costs
with our revenue to generate profits. We understand the renewed emphasis we must
place on profitability and are excited to move forward with our new directors
and in alignment with our shareholders."
Recent Highlights
CSR Acquires Trident's MAP-Xtm Audio Product Line - Quick Facts
June 7, 2012
http://www.nasdaq.com/article/csr-acquires-tridents-map-xtm-audio-product-line---quick-facts-20120606-00880
(RTTNews.com) - CSR plc (CSR.L) announced that it has acquired from Trident Microsystems Inc. (TRID) Trident's MAP-Xtm audio product line for a cash consideration of approximately $1 million together with the assumption of certain liabilities.
As part of the acquisition, the Company has acquired certain IP-related assets such as patent and technology licences, and trademark rights related to the MAP-X Business and a number of employees that support the MAP-X Business from Trident's subsidiaries in Taiwan and Germany.
The company said that the MAP-X processor delivers HD audio decoding and internet audio streaming for next-generation home audio, audio-video receivers and soundbars.
For comments and feedback: contact editorial@rttnews.com
http://www.rttnews.com
Market capitalization 75,71 million DOLLAR
If so are there any guarantees that the commons will get anything? Always a risky play with bankruptcy stocks but again this one has held on well.
We could be taken over
I guess so. It would be nice to hear about what is going on lately. No PRs or news lately makes me curious. The great thing that it is holding a decent share price being a Q stock
Any news on the $TRIDQ front? The share price has held relatively steady for a few weeks. I wonder if there is anything brewing to either pull out of bankruptcy or anything about buyouts? This is not playing like a typical Q stock and trading rather normally so it feels to me that the tides may be turning for $TRID soon. Any information would be greatly appreciated.
Order (A) Authorizing the Sale of Certain of the Debtors' Assets Related to their Audio Business Free and Clear of Liens, Claims, Encumbrances, and Other Interests (B) Approving the Assumption and Assignment of Certain of the Debtors' Executory Contracts Related Thereto; and (C) Granting Related Relief
http://www.kccllc.net/documents/1210069/1210069120516000000000005.pdf
Order Granting Motion of the Debtors and Debtors In Possession Pursuant to Local Rule 9013-1(K) for an Order Approving Request for Amendment of Order (A) Authorizing the Sale of Certain of the Debtors' Assets Related to their Set Top Box Business Free and Clear of Liens, Claims, Encumbrances, and Other Interests, Except as Provided in the Entropic Communications, Inc. Asset Purchase Agreement; (B) Authorizing and Approving Purchase Agreement Thereto; (C) Approving the Assumption and Assignment of Certain of the Debtors' Executory Contracts and Unexpired Leases Related Thereto; and (D) Granting Related Relief
http://www.kccllc.net/documents/1210069/1210069120516000000000002.pdf
I think the high since the bk printed
@.48?
More nice buys today..hmmm
From the 8th regarding the Audio Business
Page 5
'the Purchaser has required consummation of the transaction by
May 21, 2012.' (which is quickly approaching)
details in link
http://www.kccllc.net/documents/1210069/1210069120508000000000003.pdf
and then also from the 8th:
http://www.kccllc.net/documents/1210069/1210069120508000000000001.pdf
PLEASE TAKE FURTHER NOTICE that, pursuant to the Motion to Shorten, a hearing with respect to the Emergency Sale Motion is proposed to be held on May 15, 2012 at 10:00 a.m.
Which sounds like the stalking horse for the Audio will be approved on Friday?
LIMITED OBJECTION OF TRIDENT MICROSYSTEMS, INC. TO MOTION
OF STATUTORY COMMITTEE OF EQUITY SECURITY HOLDERS
FOR ORDER PURSUANT TO BANKRUPTCY RULE 2004 AND LOCAL
BANKRUPTCY RULE 2004.1 DIRECTING THE EXAMINATION OF
(I) NXP B.V. (II) NXP SEMICONDUCTORS NETHERLANDS B.V. AND
(III) NXP-APPOINTED DIRECTORS AND IN THE ALTERNATIVE PURSUANT
TO 11 U.S.C. § 105(a) AND HAGUE CONVENTION FOR AUTHORITY TO ISSUE
LETTERS OR REQUEST FOR INTERNATIONAL JUDICIAL ASSISTANCE
http://www.kccllc.net/documents/1210069/1210069120509000000000003.pdf
(cleaned up by eastunder: eliminating abbreviations- and spread out for an easier read)
Trident Microsystems, Inc., by and through its counsel, DLA Piper LLP,hereby submits this limited objection (to the Motion of Statutory Committee of Equity Security Holders for Order Pursuant to Bankruptcy Rule 2004 and Local Bankruptcy Rule 2004.1 Directing the Examination of (i) NXP B.V. (ii) NXP Semiconductors Netherlands B.V. and (iii) NXP-Appointed Directors and in the Alternative Pursuant to 11 U.S.C. § 105(a) and Hague Convention for Authority to Issue Letters or Request for International Judicial Assistance (the “Rule 2004 Motion”).
In support of this Limited Objection, TMI respectfully represents as follows:
1. The Debtors are the following two entities Trident Microsystems, Inc. and Trident Microsystems (Far East) Ltd.
2. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rule 2004 Motion.
I. PRELIMINARY STATEMENT
TMI does not, by this Limited Objection, dispute the right of the Statutory Committee of Equity Security Holders to examine certain of NXP BV, NXP Semi BV pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure and Rule 2004-1 of the Local Rules of Bankruptcy Practice and Procedure for the Bankruptcy Court for the District of Delaware.
Rather, TMI is compelled to file this Limited Objection to correct certain inaccurate factual assertions—which have been clarified by documents and other information consensually provided by TMI and Trident Microsystems that serve as the predicate for the relief being sought and to urge for a more measured timeline to conduct this potentially far-reaching and costly discovery.
II. ARGUMENT
TMI does not dispute the broad reach of Rule 2004, or the Equity Committee’s right to conduct examinations thereunder.However, because a number of the factual bases underlying the Rule 2004 Motion are incorrect or incomplete, TMI must clarify certain of such statements.
Further, notwithstanding the Equity Committee’s ultimate right to examine certain of the NXP-Examinees, the filing of the Rule 2004 Motion was ill-timed.
The Debtors and their stakeholders are moving quickly from the sale processes that highlighted the early months of these cases to the complex inter-creditor negotiations that will hopefully lead to the filing of a consensual plan of liquidation.
As part of this process, the Debtors have commenced efforts to “broker” an agreement between the Equity Committee and NXP.
Needless to say, the contemplated examinations under Rule 2004—which can be completed once the next phase of these cases has been reached—will prove highly disruptive and distracting to these efforts.
Many of the Equity Committee’s Factual Assertions Relating to the NXP Examinees are Inaccurate
The Equity Committee has portrayed NXP as being “in a position to affect the acts, conduct, or property and financial condition of the Debtors (potentially for its own benefit to the Debtors’ detriment).”
While NXP was TMI’s majority shareholder, it was not a “controlling” shareholder as alleged throughout the Rule 2004 Motion.
For the following reasons, as well as many others, the Equity Committee’s suggestion that NXP used its position as TMI’s majority shareholder for its own benefit are simply not correct.
First,
the facts plainly establish that the NXP-Examinees did not, and could not, control the Debtors, let alone for their own benefit. This should come as no surprise to the Equity Committee, as throughout these cases, the Debtors have provided the Equity Committee with virtually all of the information it has sought.
With respect to the specific matters at issue in the Rule 2004 Motion, on February 24, 2012, the Equity Committee served the Debtors with broad discovery relating to the then proposed sale of the Debtors’ STB Business.
Following discussions between counsel to the Debtors and the Equity Committee, the scope of such discovery was narrowed to
the following topics:
- Documents related to NXP’s participation in the corporate governance of either Debtor with respect to the sale of assets by the Debtors to Entropic or any competing bidder;
- communications related to NXP’s participation, if any, in the exercise of the Debtors’ business judgment with respect to any transaction to dispose of the Debtors’ STB Business or TV business within the past twelve (12) months;
- communications between NXP and any potential bidder for either Debtor’s assets relative to the terms of an asset purchase agreement,management services agreement, or transition services agreement,including without limitation, Entropic;
- and documents evidencing the relationship, if any, between NXP and any bidder for either Debtor’s assets relative to the terms of an asset purchase agreement, management services agreement or transition services agreement, including without limitation Entropic.
In fully responding to the Equity Committee’s document requests, on or around March 2, 2012, the Debtors produced, among other things, the minutes of all meetings of the TMI board of directors for 2011-2012.
As all parties in interest—and particularly the Equity Committee—are well aware, TMI is a publicly traded company. Accordingly, TMI is subject to regulation by various governing bodies, including the SEC, with stiff civil and criminal penalties possible for noncompliance.
As a publicly traded company with significant disclosure obligations, the Board Minutes, duly recorded and maintained, accurately depict the subject matter of all board meetings held during this time period. The Board Minutes unambiguously establish that TMI was not under the control of any of the NXP-Examinees, including the NXP Directors.
In contrast, the Board Minutes reveal an independent board of directors focused on maximizing value, on the success of their business, and on the discharge of their fiduciary duties.
Additionally, the majority of TMI’s board of directors were at all times independent. Pursuant to that certain Stockholder Agreement, dated February 8, 2010, NXP was entitled to elect four directors, out of nine, to the Board. At least two such directors were required to be independent and two to have “substantial operating or industry experience.”
At all times, the Board was required to comprise a majority of independent directors. As to the election of directors and most other matters, NXP could only vote its common stock either in favor of the recommendations of the Board or in exact proportion with the votes of the non-NXP stockholders.
Further, despite having the discretion to vote its shares in connection with amendments to bylaws, amendments to certificates of incorporation and changes of control, NXP never exercised those rights except to vote for amendments proposed by TMI itself.
On or around April 28, 2011, the Stockholder Agreement was amended. Pursuant to the Amended Stockholder Agreement, the
Board would comprise between seven and nine individuals. Of these seven to nine directors, NXP was permitted to elect a maximum of two, both of whom were required to have “substantial operating or industry experience” and to be independent. The remaining directors were to be elected by non-NXP stockholders.
In addition, NXP gave up the right to appoint one of its directors to a Board committee and, in fact, agreed that its appointed directors would not permitted to serve on any Board committees.
Second,
the Equity Committee attempts to infer that somehow, through its involvement with TMI, NXP was able to orchestrate the STB Sale to Entropic Communications, Inc. at a lower price that was otherwise available during 2011.
As the Board Minutes confirm, up until the time that NXP removed itself from the Board, despite efforts to market the STB Business through their investment banker, no meaningful offers had been received. And, following NXP’s recusal from the Board, to the Debtors’ knowledge, NXP was unaware of any efforts by the Debtors to sell their STB Business or TV Business prior to November 2011.
In November 2011, TMI informed NXP that it was contemplating the sale of its STB Business. At the request of the Debtors and Entropic, on November 16, 2011, NXP entered into a nondisclosure agreement with Entropic and engaged in preliminary conversations with Entropic concerning NXP’s role post-sale.
TMI understands that these communications with Entropic ceased by early December and can, and does, state unequivocally that NXP played no role in drafting or negotiating the asset purchase agreement for the STB Business filed with the Court on January 4, 2012, and that NXP was not informed of the chapter 11 filing until after the petitions were filed.
Third,
the Equity Committee continues to raise issues with respect to the sale of Avoidance Actions, including potential claims against NXP, to both Entropic and Sigma Designs, Inc.
As made clear on the record supporting these respective sales, the inclusion of Avoidance Actions as purchased assets under the two asset purchase agreements was driven by the purchasers of the assets, who did not want their suppliers made the subject of
potentially disruptive litigation.
The Equity Committee also ignores the fact that the Debtors’ advisors provided a comprehensive avoidance action analysis to the Equity Committee, which analysis confirmed that no viable claims existed.
Fourth,
the Equity Committee places great emphasis the February 8, 2010 Manufacturing Services Agreement with NXP. What the Equity Committee neglects to mention, however, is that the Debtors entered into the MSA because they lacked the necessary facilities to manufacture in-house the wafers utilized in the STB Business and TV Business.
The MSA and each amendment thereto were negotiated by the Debtors and NXP at arms-length and on what the Debtors’ believed to be reasonable commercial terms. Indeed, the agreements recently entered between NXP and Entropic (with respect to the STB Sale)and NXP and Sigma (with respect to the TV Sale) contain price increases over the original MSA.
Finally,
as the Debtors have emphasized from the outset, pronounced and prolonged market fluctuations, not any undue influence by the NXP Examinees, have led to the decline in the value of the Debtors’ businesses.
As of the Petition Date, the Debtors and their non-debtor affiliates designed, developed, and marketed integrated circuits and related software used in home consumer electronics applications such as set-top boxes, digital TVs, PC-TV, and analog TVs.
Historically, Trident’s key customers included leading manufacturers of consumer electronics, computer display, and set top box products, including Samsung, LG, Sony, Sharp, Philips, Comcast, and DirecTV.
During the last several years, like many other technology-based industries, the set-top box and television industries in which Trident largely focused its operations experienced rapid change.
Two such changes included increased pricing pressure from Taiwanese system on- a-chip suppliers, and an elevated level of industry semiconductor inventory levels due to a slowdown in consumer electronics markets.
Simply put, these changes made it difficult for Trident to operate profitably. These pricing pressures were further compounded by a slower than anticipated launch of new products by set-top box manufacturers, resulting in higher than anticipated inventory levels and development costs.
The severity of these changes led the Debtors to believe that next generation product sales would be insufficient to offset such costs. Additionally, a portion of the industry’s supply chain, traditionally dominated by Asian OEM’s, shifted in-house, thus reducing the need to look to outside suppliers for products.
The Rule 2004 Motion is Likely to Distract the Debtors and their Key Constituents from Matters of Immediate Concern
As the Court is well aware, the common theme throughout the pendency of the Debtors’ chapter 11 cases has been the need to maximize value for all parties in interest. This goal has been achieved through two Court-approved and tremendously successful asset sales, each supported by the Debtors, the Equity Committee and the Official Committee of Unsecured Creditors.
Upon the filing of these cases, the Debtors identified a stalking horse bidder for the STB Business, and on March 9, 2012, the Court entered an order approving the STB Sale to Entropic.
The STB Sale closed on April 12, 2012. On March 23, 2012, the Court approved bidding procedures and a stalking horse bidder for the TV Business and, on April 5, 2012, the Court entered an order approving the sale of the TV Business to Sigma, which transaction closed on May 4, 2012.
Following the consummation of these two sales, the Debtors are working to transition these business units and to negotiate potential sales of their remaining business units.
Indeed, on May 8, 2012, the Debtors filed a motion to authorize sale of their Audio Business to Cambridge Silicon Radio Limited.
With the sale of their principal business lines completed, these cases are rapidly transitioning into their next phase. This process will include extensive analysis and negotiations relating to the claims and rights of the Debtors’ key, and distinct, constituencies: the equity holders of TMI and the unsecured creditors of, primarily, TMFE.
This process is made all the more complicated due to the extensive intercompany claims that exist between the Debtors and between the Debtors and their non-debtor subsidiaries. TMI expects that this process will consume much of the next month and will hopefully lead to a consensual plan of liquidation. As TMI’s largest shareholder, NXP is a key constituency in this process, and indeed, the Debtors have made efforts to begin to broker a potential resolution both of NXP’s claims against the estate of TMI and the litigation threat of the Equity Committee.
It against this backdrop that the Equity Committee has chosen this point in time to file the Rule 2004 Motion.
TMI submits that the time and resources of all parties are better deployed in completing the tasks at hand rather than in expensive and potentially unnecessary discovery on claims that, even if viable, are anticipated to be preserved pursuant to the Debtors’ plan of liquidation.
NXP Responds to Rule 2004 Examination Motion
http://thediligentinvestor.blogspot.com/2012/05/nxp-responds-to-rule-2004-examination.html
On May 9, 2012, NXP filed papers [Dkt. No. 553] in the Trident Microsystems Chapter 11 cases refuting each and every assertion made by the Equity Committee in its Rule 2004 Examination Motion and has asked that the Motion be denied.
NXP contends that the Equity Committee, in a “blatantly improper attempt to assert
negotiating leverage,” has engaged in abuse and harassment through its “procedurally defective, overly broad and unduly burdensome discovery”. It contends that the Equity Committee has proceeded with a “lack of good faith” and that it “has not complied with its obligation to engage in a meaningful meet-and-confer conference with NXP”. Despite its status as largest creditor, largest customer, largest shareholder (approximately 60%), and despite its past representation of various board seats and high level executive positions, NXP represents that it “...was never in a position to control Trident and force it to take actions not in its best interest.”
It appears that the Equity Committee’s view of the world and that of NXP could not be more discordant. While the Committee paints a picture that would reveal NXP as a bully that imposed its will and systematically bled the estate of all of its cash until there was no more blood letting to be had; NXP casts a different light, presenting itself as a victim of the Equity Committee’s attempts to leverage “nuisance value” from them.
Regardless of who is right and who is wrong, or whether the truth lies somewhere in between, it is clear that the gloves have now come off.
Here is Rodney McFadden's latest on this case:
http://thediligentinvestor.blogspot.com/2012/05/trident-microsystems-completes-sale-of.html?utm_source=feedburner&utm_medium=email&utm_campaign=Feed%3A+TheDiligentInvestor+%28The+Diligent+Investor%29
Trident Microsystems Completes Sale of TV Business; Seeks Permission to Expedite Sale of Audio Unit
Readers should note that the closing of the STB and TV Units may well mark the point in the case where halcyon times may give way to discord and divisiveness, at least for a while; not so much between the Debtors and any of their Committees but rather between the Equity Committee and NXP. Given that the Equity Committee has filed a Motion for a Rule 2004 Exam of NXP as well as certain of its affiliates and directors and given that NXP has been non-responsive to any related requests for production of documents or tendering of witnesses for deposition, to say the least, it is going to get very interesting. While it is early in the process to know anything for a certainty, suffice it to say the Rule 2004 Exam Motion filed by the Equity Committee provides a broad outline of a set of transactions the contours of which would appear to suggest that the purported business relationship between NXP and the Debtors may instead be tantamount to the archetypal Parasite/Host relationship. The Rule 2004 Exam motion will be heard before the Honorable Judge Sontchi on May 15, 2012.
There is no reorganization plan filed at this time.
If you take the amount of the assets that they have sold add them to their liquid cash on hand less their liabilities and divide by the number of shares outstanding you get a value in the $.38-.$45 range based on your assumptions on the burn rate of legal fees etc. At this point there is only the sale left of the demod business (I don't even know what that is) but its going to sell for something in the range of the audio business is my guess ($900k).
Assuminging they liquidate this summer and nothing else changes the shares are fully valued. I don't see a path how shares could become worthless at this point, less than today yes, worthless no.
There are two catalysts however which could provide more upside. The company should be giving some direction shortly of what their final plan is: do they fully liquidate or do they stay around as a shell of patent licensing business.
1. When they sold the Set Top business and TV business they kept the worldwide patent rights. Selling these assets could bring in more money or they could continue to license them out. Tech Licensing companys trade at an P/E less net cash of between 2x -12x in my limited research.
2. The equity committees going after NXP. NPX and Trident are aligned at the hip. This could get contentious and be expensive for shareholders. However, if successful there may be some more upside.
I have no posiiton in the stock at this time.
The original figure for DTV assets
was $21mm I see. So what happened exactly?
This has been pretty far off my radar.
#msg-75377345
Ok I'll look, after I have another double.
I'm officially off the wagon
and back on my fat donkey. See ya in 3.
Me too. See ya at the favorite watering hole in five minutes. ;)
Never mind, it just reappeared
I need a drink.
What happened to the only sticky?
The Delaware link, I just used it. We're in a crack in the time space continuum aren't we?
well, if I wouldv'e pulled trigger yesterday on the volume a guy would be up another 10% today,, coulda woulda shoula
os well
RE:I swung that first round, but am just nervous of waking up to a zero stock...
Oh! The ol' instincts kicking in.
You flipped - you made money-
GEESH!
RUN!!!!!!!!!!!!!!!!!!!!!!!!
And don't look back! ;)
This is my first and only experience
with a bk, but at this point I sure wouldn't go to bed holding any shares.
Well, the volume from yeterday is explained with the news today.
Im no expert in Q's...so the pps is going up because we are selling pieces of company?...Is their a restructure plan or are they liquidating to nothing, how does that increase price...
I swung that first round, but am just nervous of waking up to a zero stock...
Someone wanna help explain this to a midwestern.. haha
Readers should note that the closing of the STB and TV Units may well mark the point in the case where halcyon times may give way to discord and divisiveness, at least for a while; not so much between the Debtors and any of their Committees but rather between theEquity Committee and NXP
Does that mean Conflict Counsel on the way? ruh roh
Trident Microsystems Completes Sale of TV Business; Seeks Permission to Expedite Sale of Audio Unit
http://thediligentinvestor.blogspot.com/2012/05/trident-microsystems-completes-sale-of.html
On Tuesday, May 8, 2012, Trident Microsystems filed an 8-k with the Securities and Exchange Commission announcing that the Company had closed on the sale of its TV Division to Sigma Designs, Inc., and that it received a total of $42.2 million cash. The original headline number of $21 million was increased by $21.2 million due to current asset adjustments.
Follow the link below to see the 8-k and the accompanying Exhibit 99.1.
http://www.sec.gov/Archives/edgar/data/859475/000119312512218376/0001193125-12-218376-index.htm
The Debtors also filed papers in Court today seeking permission to sell its Audio Business by May 21, 2012, a very aggressive timeline under any circumstances. The Debtors represented that they and their Financial Advisors had already conducted a thorough marketing of the business unit and that Cambridge Silicon Radio Limited had emerged as the only interested party. As part of the Asset Purchase Agreement, Trident will receive $900,000 plus Cambridge will assume certain related liabilities. See [Dkt. No. 546].
Now that the sales of the Set Top Box and TV Business units have closed and a buyer is lined up to purchase the Audio Business, the next news we should expect to hear on the liquidation front would be with respect to the sale of the Patent Portfolio and the sale or wind down of the Demod Business.
Readers should note that the closing of the STB and TV Units may well mark the point in the case where halcyon times may give way to discord and divisiveness, at least for a while; not so much between the Debtors and any of their Committees but rather between the Equity Committee and NXP. Given that the Equity Committee has filed a Motion for a Rule 2004 Exam of NXP as well as certain of its affiliates and directors and given that NXP has been non-responsive to any related requests for production of documents or tendering of witnesses for deposition, to say the least, it is going to get very interesting. While it is early in the process to know anything for a certainty, suffice it to say the Rule 2004 Exam Motion filed by the Equity Committee provides a broad outline of a set of transactions the contours of which would appear to suggest that the purported business relationship between NXP and the Debtors may instead be tantamount to the archetypal Parasite/Host relationship. The Rule 2004 Exam motion will be heard before the Honorable Judge Sontchi on May 15, 2012.
The case is, In re Trident Microsystems, Inc., et al., Case No. 12-10069 (CSS)
I forget now, that $42.2mm was
the original amount for the total DTV assets, no?
Form 8-K Filed
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8249176
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 4, 2012, Trident Microsystems, Inc., a Delaware corporation (“Trident”), closed on the sale of certain of its assets pursuant to the previously disclosed Asset Purchase Agreement dated as of March 23, 2012, as amended, by and among Trident, certain of Trident’s wholly-owned subsidiaries and Sigma Designs, Inc., a California corporation (“Sigma”). The sale was conducted pursuant to the provisions of Sections 105, 363 and 365 of Chapter 11, Title 11 of the United States Bankruptcy Code.
The aggregate consideration received by Trident for the purchase of Trident’s Digital Television (DTV) Business assets consisted of $21.0 million plus additional cash consideration as a result of the closing current asset balance of the DTV business, which exceeded a target current asset amount. The current asset adjustment resulted in an additional cash payment of $21.2 million by Sigma, and the receipt by Sigma of $19.5 million of inventory at various stages of completion, $13.4 million of accounts receivable, $5.5 million of equipment and various assets, $2.1 million of prepaid expenses and $1.7 million of development projects in process.
On May 7, 2012, Sigma issued a press release relating to the foregoing matters, the text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Further information about the bankruptcy process is available at the Claims Agent’s website at www.kccllc.net/trident.
Date: May 8, 2012
TRIDENT MICROSYSTEMS, INC.
/s/ DAVID L. TEICHMANN
David L. Teichmann
Executive Vice President, General Counsel &
Corporate Secretary
Exhibit 99.1
Sigma Completes Acquisition of Trident’s Digital TV Business Unit and Appoints new General Manager
Strategic Acquisition complements existing set-top box business while creating substantial leverage for developing all forms of intelligent media devices
MILPITAS, CA., MAY 7, 2012 — Sigma Designs®, Inc. (NASDAQ: SIGM), a leading provider of connected media platforms, today announced that it has completed its asset purchase of Trident Microsystems’ Digital Television (DTV) Business. The acquisition includes Trident’s complete digital TV product portfolio, including its digital TV SoC (system-on-chip), frame-rate-conversion (FRC), and extensive SmartTV software suite, as well as some legacy analog TV products. The acquisition includes these products, intellectual property licenses, software and leased facilities.
“This transaction adds tremendous potential to Sigma’s business, enabling us to leverage our core investments of media streaming, connectivity and software platforms towards penetration of all types of intelligent media devices, including SmartTVs,” said Thinh Tran, chairman and CEO of Sigma Designs. “The acquisition expands our total addressable market, provides us with complementary intellectual property and establishes an immediate position in the SmartTV market. We believe this SmartTV business, together with our existing set-top box and connected media player businesses, positions Sigma as a full-breadth SoC platform provider for world-class consumer electronics manufacturers.”
Moving forward, Sigma has established a Digital TV business unit based around the Trident acquisition and has appointed Mustafa Ozgen as its Vice President and General Manager in charge. Mr. Ozgen will be responsible for directing the definition and development of all SmartTV SoC solutions, including management of the worldwide resources assigned to this business unit as well as driving synergies with the existing media processor group.
Mr. Ozgen has spent the last 15 years in the digital television semiconductor industry in engineering management and executive positions. Most recently, Mr. Ozgen served as the Vice President of Home Entertainment Products at CSR Technology, a UK-based provider of consumer electronics solutions that acquired Zoran. For the previous eight years, Mr. Ozgen worked at Zoran, where he was most recently their Vice President and General Manager of the TV Business Unit, a part of their $450 million business where he managed 360 employees in the US, France, China, Taiwan, Serbia, Russia and India. Prior to this, Mr. Ozgen worked in engineering and management positions at Oak Technology, TeraLogic and Wind River Systems.
“I am excited to work with the team at Sigma Designs to develop a DTV division, mapping to the long-term strategy of the organization to become the industry’s leading provider of advanced SoC solutions for converged media platforms,” said Mustafa Ozgen, Vice President and General Manager DTV Business Unit, Sigma Designs. “With Sigma’s long history in media processors, set-top boxes, connectivity and home control, DTV is a logical step for the organization.”
In connection with the Trident transaction, approximately 320 global employees will become part of Sigma Designs. The transaction, originally announced on March 19, 2012, closed effective as of May 4, 2012. As a result of the acquisition, Sigma’s results for its second quarter of fiscal year 2013, which will end on July 28, 2012, will include approximately 12 weeks of Trident STB business activity. Total cash paid for the DTV assets was $42.2 million which consisted of $19.5 million for inventory at various stages of completion, $13.4 million for accounts receivable, $5.5 million for equipment and various assets, $2.1 million for prepaid expenses and $1.7 million for development projects in process. Sigma management will provide more detailed information about the combined company’s outlook during its next regularly scheduled earnings announcement for its first fiscal quarter. At that time, the Company will review its quarterly results and provide financial guidance for the second quarter of fiscal 2013, including the impact of the Trident Digital TV acquisition.
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