Mr. Allin (Et Aliae) Switches Defense Lawyers — From Mayer Brown — To Sidley Austin…

textura-sidley-mayer-2016I cannot reliably yet say whether this substitution of counsel makes an agreed settlement less — or more — likely.

But it does strike me as odd, if the named defendants (directors and officers of legacy Textura, prior to the Oracle buy-out deal) were close to finishing a settlement, why “switch horses” now?

So this might be seen as a sign of increased interest in trying the case — or it may be as simple as Oracle is used to working with the San Fran office of Sidley. After all, to the extent that Textura’s legacy D&O insurance is tapped out, it will be Oracle that foots the bill — beyond whatever Mr. Allin is told to pay, personally — out of pocket (if anything).

I do note, with some keen interest, that one of the lead new attorneys is a partner from Sidley San Fran. I bet she often works with Oracle on litigation, as well.

Now we wait to see, but it is fascinating. . . just the same.

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Is A Settlement Of The Federal Securities Class Action Drawing Near?

Textura-IPO-Scienter-Fraud-03-02-2016On Friday, in the federal District Court-house in Chicago, both sides in the litigation filed a motion for joint order (that links a PDF file) to severely limit the disclosure of materials related to the litigation.

Ordinarily, a plaintiffs’ side securities firm will resist such an order, on the chance that additional securities claims later arise — and on the chance that those might be proved up by the prior discovery disclosures.

Usually, that is, unless the parties are close to a settlement. Then, to the extent possible — both sides usually seek to seal the documents. And usually, if the company has ongoing ’34 Act periodic reporting duties (i.e., remains a publicly traded company, after the litigation settles), a large chunk of it becomes public anyway, under SDEC reporting rules.

Textura-Closed-06-20-16Here however, Oracle has agreed to acquire — and has in fact acquired — Textura, so that Textura is no longer a public company, with shares actively traded on any exchange.

Thus (whew!) this is one of the very unusual times when the press, and the investing public, may end up learning very little about what all went wrong, with Patrick J. Allin’s various processes —  in taking legacy Textura public (all allegedly, of course) in the Summer of 2013.

Now you know.

We will keep an eye on it — for a later settlement motion — but for now, here is the confidentiality motion I discussed above, as a PDF file of some 36 pages.

Onward.

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Brown Capital Has Sold Out — No Longer A Holder.

Textura-ALT-Brown-Capital-Out-07-2018Not surprising, but a final June 30, 2016 SEC Schedule 13 confirms that the Brown entities sold their nearly 15 per cent stake in Textura, either shortly before, or not long after the Oracle deal closed.

Now you know.

Lost civilizations, is what we are witnessing — the end of a previously-public software company, here….

Namaste

 

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Final Price: $751 Million. Closed.

Textura-Closed-06-20-16Just to complete the record — from what is very likely the final really substantive SEC filing:

“…The aggregate consideration paid by Oracle, Parent and Purchaser in the Offer and Merger was approximately $751 million, without giving effect to related transaction fees and expenses. Oracle, Parent and Purchaser funded the consideration paid to stockholders in the Offer and pursuant to the Merger through Oracle’s internally available cash, cash from operations and cash from previous borrowings….”

Okay. I’m out. Still no final settlement on the Patrick J. Allin federal putative securities class action, though. Will post the terms when that finally settles.

Onward.

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As Of Last Week, The Oracle Offer Cleared Hart-Scott…

Bailout-Textura-Oracle-2016As of last week, and this amended SEC filing — the United States anti-trust regulators have indicated that they will not challenge the proposed combination of Textura with Oracle.

This significantly increases the likelihood of an on-time closing.

Now the only real impediment to the deal’s closing on time would be the emergence of a “topping offer”.

There are some plaintiff-side firms at least looking into whether $26 per share is too low a price — so I suppose it is possible that someone else decides to out-bid Ellison and Oracle.

But usually — in situations where all of Wall Street thinks the price is too low, the NASDAQ trading price of Textura would have already risen above $26 — and not by just a few pennies or dimes, too — and would have stayed there steadily, since shortly after announcement last month.

That has not happened, so I suspect there will be no higher offer.

Net net — it is highly likely now that Textura becomes… Oracle.

 

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Oracle Already Controls 24 Per Cent Of Textura…

Textura-Owned-By-Ellison-2016In an SEC Schedule 13D filing made on Monday, Oracle’s acquisition subsidiary is listed as posssessing the right to control just under 24 per cent of all the voting stock of Textura, already. Actually 23.9 per cent, but it matters little. There will be no required shareholder vote, under applicable Delaware law. The only question is whether 66 and 2/3 per cent of the shares are tendered in for the $26 per share cash out price.

Effectively, then all we are waiting for is the expiration of the required Hart-Scott period, and then a closing.

Whoosh…

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FMR (Fidelity) Sells Off — Goes From 11.9% Holder, To Under 5% — Post Oracle Announcement

Textura-FMR-Dumps-2016The exodus continues….

As of February 2o16 proxy disclosure time, FMR (an affiliate of the Fidelity Funds) held almost 12 per cent of all of Textura’s outstanding shares. No longer.

Now — as of an amended Schedule 13G this morning — it is under 5 per cent.

Upshot? More smart institutional investors taking the merger arbitrage risk of the table.

Now you know.

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