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Archive for the ‘bankruptcy’ tag

Kodak Was First to Digital

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Kodak
Kodak

I hope Kodak pulls themselves back to profitability, I still prefer to use their photo paper when creating framable prints, and while I shoot mostly digitally these days, when I do shoot film, I nearly always use Kodak film.

All that said, Al Ries of Ad Age disputes the oft-told reason for Kodak going bankrupt, namely that Kodak was too slow to recognize digital photography was the future.

Conventional logic blames Kodak’s weak position on the product. Why is this so? Because most people believe the better product wins in the marketplace. And since Kodak is No.6 in the market, it obviously didn’t have the better product. Nice, tightly-reasoned thinking. Who can argue the point? I can. What’s the difference between Kodak photographic film and Kodak digital cameras? Kodak means “film” photography. Kodak doesn’t mean “digital” photography.

When a category is changing, the worst thing that can happen to a brand is being stuck in the past. The Kodak brand was stuck in the past and the only thing that could have saved the company was a second brand.

Kodak should have given its digital brand a different name than its film brand.

There’s a lot of evidence the brand name “Kodak” is not worth much outside of photographic film. Consider the introduction of the following Kodak products that never achieved much success.

In 1975, Kodak plain-paper copiers.

In 1976, Kodak instant cameras.

In 1984, Kodak videocassette recorder and cameras.

In 1985, Kodak floppy disks.

In 1986, Kodak batteries.

In 2005, Kodakgallery.com.

In 2007, Kodak ink-jet printers.

There are a lot of reasons for a product to fail, but two of the most important reasons are: (1) the product itself and (2) the name. But nobody ever seems to consider the latter. It’s always the former.

(click here to continue reading Marketing Myth-Busting: Kodak Was First to Digital | Al Ries – Advertising Age.)

 

Written by Seth Anderson

January 22nd, 2012 at 9:15 am

Tribune Bondholders Fault Zell Takeover

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Sam Zell might rue the day he impulsively decided to purchase the Tribune Corporation

Happy 4th of July -Wrigley, Chicago Tribune tower

Disgruntled Tribune Co. bondholders have asked a U.S. bankruptcy judge to let them investigate Sam Zell’s 2007 buyout of the newspaper-and-television chain in an effort to derail a plan that would hand the company over to its banks.

The filing, made late Wednesday, calls the $8.2 billion transaction a “fraudulent conveyance” that left Tribune insolvent from the onset of the 2007 deal. It accuses senior lenders led by J.P. Morgan Chase & Co. of completing a leveraged buyout they should have known would push the company into bankruptcy.

Fraudulent conveyance” is a legal term most often used in bankruptcy court, in which creditors allege a company has used assets in a way unfair to creditors. In the context of leveraged buyouts, creditors can argue a deal loaded up a company with too much debt, leaving it undercapitalized and unable to meet future obligations.

The filing will seek to slow or nullify an advancing plan for Tribune to exit from bankruptcy protection with J.P. Morgan, Bank of America Corp.’s Merrill Lynch and other banks owning nearly all of Tribune in return for the banks forgiving about $8 billion in debt.

Bondholders would likely receive only a sliver of new equity under the deal. The bondholders seeking to investigate Mr. Zell’s buyout of Tribune represent more than 18% of the company’s bond debt, according to the court filing. The bondholder’s requested investigation centers around some $1.26 billion in notes issued between 1992 and 1997.

[Click to continue reading Tribune Bondholders Fault Zell Takeover – WSJ.com]

[non-WSJ subscribers use this link]

why did Sam Zell even buy the Trib if not to strip it of assets and make money on the deal? He reminds me of a caricature of an 19th century robber baron, a comical villain in a graphic novel. Except of course, there are real lives effected by Zell’s greed.

and since I had to look up Fraudulent Conveyance, here is the Wikipedia entry:

In the United States, fraudulent conveyances or transfers are governed by two sets of laws that are generally consistent. The first is the Uniform Fraudulent Transfer Act (“UFTA”) that has been adopted by all but a handful of the states.The second is found in the federal Bankruptcy Code.

There are two kinds of fraudulent transfer. The archetypal example is the intentional fraudulent transfer. This is a transfer of property made by a debtor with intent to defraud, hinder, or delay his or her creditors. The second is a constructive fraudulent transfer. Generally, this occurs when a debtor transfers property without receiving “reasonably equivalent value” in exchange for the transfer if the debtor is insolvent at the time of the transfer or becomes insolvent or is left with unreasonably small capital to continue in business as a result of the transfer. Unlike the intentional fraudulent transfer, no intention to defraud is necessary.

The Bankruptcy Code authorizes a bankruptcy trustee to recover the property transferred fraudulently for the benefit of all of the creditors of the debtor if the transfer took place within the relevant time frame. The transfer may also be recovered by a bankruptcy trustee under the UFTA too, if the state in which the transfer took place has adopted it and the transfer took place within its relevant time period. Creditors may also pursue remedies under the UFTA without the necessity of a bankruptcy.

Because this second type of transfer does not necessarily involve any actual wrongdoing, it is a common trap into which honest, but unwary debtors fall when filing a bankruptcy petition without an attorney. Particularly devastating and not uncommon is the situation in which an adult child takes title to the parents’ home as a self-help probate measure (in order to avoid any confusion about who owns the home when the parents die and to avoid losing the home to a perceived threat from the state). Later, when the parents file a bankruptcy petition without recognizing the problem, they are unable to exempt the home from administration by the trustee. Unless they are able to pay the trustee an amount equal to the greater of the equity in the home or the sum of their debts (either directly to the Chapter 7 trustee or in payments to a Chapter 13 trustee,) the trustee will sell their home to pay the creditors. Ironically, in many cases, the parents would have been able to exempt the home and carry it safely through a bankruptcy if they had retained title or had recovered title before filing.

Even good faith purchasers of property who are the recipients of fraudulent transfers are only partially protected by the law in the U.S. Under the Bankruptcy Code, they get to keep the transfer to the extent of the value they gave for it, which means that they may lose much of the benefit of their bargain even though they have no knowledge that the transfer to them is fraudulent.

Often fraudulent transfers occur in connection with leveraged buyouts (LBOs), where the management/owners of a failing corporation will cause the corporation to borrow on its assets and use the loan proceeds to purchase the management/owner’s stock at highly inflated prices. The creditors of the corporation will then often have little or no unencumbered assets left upon which to collect their debts. LBOs can be either intentional or constructive fraudulent transfers, or both, depending on how obviously the corporation is financially impaired when the transaction is completed.

Although not all LBOs are fraudulent transfers, a red flag is raised when, after an LBO, the company then cannot pay its creditors

[Click to continue reading Fraudulent conveyance – Wikipedia, the free encyclopedia]

The Zell deal seems1 to fit that definition, does it not?

At the time of the buyout, Tribune was valued at $8.2 billion, excluding debt. Including Tribune’s existing borrowings, the deal placed more than $12 billion of debt on the company, or about 10 times its annual cash flow.

“The LBO — and the unsustainable debt burden it imposed on a business already in a secular decline — undoubtedly caused the debtor’s demise,” the filing said. “The remedying of the LBO will most certainly dictate the economic outcome of these Chapter 11 cases

Footnotes:
  1. and yes, I am not a lawyer, and not even particularly well versed in bankruptcy proceedings, so of course this is only speculation []

Written by Seth Anderson

August 27th, 2009 at 1:58 pm

Sinclair Broadcast Group nearing bankruptcy

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Clear Channel is in a bit of financial trouble, and apparently so are their cohorts in “Republican-slanted news is the only news people want” category, Sinclair Broadcasting. Good, I hope they both become nothing more than a footnote to future histories of the George Bush administration.

Lonely Zenith

you’ll remember Sinclair Broadcast Group as the TV group that carried the anti-Kerry smear documentary in prime time, just before the November 2004 election. You may also remember them for the infamous “The Point” editorial segments during their stations’ newscasts — featuring the right wing rantings of corporate management.

Perhaps you even recall their experiment in “central casting” — firing most of the news departments at their local stations, and instead running “local” newscasts from all over the country out of a central studio in Baltimore.

Well, it now appears that Sinclair is on the verge of bankruptcy

Five years ago, Sinclair was also the darling of the right for running that anti-Kerry documentary on all 58 of their stations, and for conservative editorials on all of those stations as well. Those who saw ever greater consolidation as the road to maximizing corporate profits were enamored of Sinclair’s experiment with producing “local” newscasts for their stations from a central studio at corporate headquarters in Baltimore.

Unfortunately for Sinclair, viewers were unimpressed by “local” newscasts that were produced hundreds or even thousands of miles from home — and tuned out in droves. And the right wing editorials created negative publicity for Sinclair’s stations. Ultimately. the central studio for producing newscasts was shut down, and the right wing editorials were cancelled. And the group has, by and large, floundered in mediocrity ever since. So far as I’m aware, none of Sinclair’s 58 stations is a market leader, and few are even in the top three — when you run a group on the cheap and attempt to push a national agenda onto your local stations, the result is predictable: poor ratings and a weak identity in your local markets.

As a result, Sinclair was poorly positioned for dealing with the advertising downturn of the past 18 months.

[Click to continue reading Daily Kos: Sinclair Broadcast Group nearing bankruptcy]

Bwa-ha-ha! Couldn’t happen to nicer corporations1

Footnotes:
  1. and by nicer I mean of course the opposite. Sinclair Broadcasting is just scum, plain and simple. []

Written by Seth Anderson

July 16th, 2009 at 1:07 pm