Gizmondo parent secures debt with Smart Adds IP
Back-up if it can't raise $75m by March
Tiger Telematics, Gizmondo's parent company, has pledged the patent and other intellectual property rights of its Smart Adds subsidiary - plus all the shares - against the company's ability to raise $75m in funding by 31 March.
The move was revealed in a US Securities and Exchange Commission filing made public this past Friday. It follows negotiations with two Tiger shareholders who made loans to the company totalling £12.68m. The loans should have been repayed on 31 October 2005 and 30 November 2005, respectively.
Talks between the parties resulted in the two loans being combined, Tiger's filing states. Tiger now has to raise at least $75m, at which point it has 14 days to repay £1.68m of the loan and until 30 June to pay back the remainder. If it fails to raise the $75m by 31 March, it must cough up the full amount and pay interest on the loan at the rate of 6.5 per cent per annum.
It will also have to hand over Smart Adds. The subsidiary was formed to hold the intellectual property underlying the technology of the same name that's used to push adverts and other content to some Gizmondo console owners. Smart Adds revenues are used to subsidise the cost of the hardware to make the device more attractive to consumers, so it's a key component of Gizmondo Europe's business model.
The filing admits Gizmondo Europe has "experienced severe financial pressures from various vendors as its cash flow has been unable to service the requirements... [Tiger] may be required to seek other alternatives for the Gizmondo Europe operations".
Tiger's sources for the $75m funding are Geneva- and London-based hedged fund groups, the filing reveals, who are set to contribute $50m. The remaining $25m will come, it hopes, from vendors extending their credit lines.
To secure the funding, Tiger says it must settle much of its outstanding litigation, pay the UK Inland Revenue the employee tax contributions it owes and show it has complied with "all securities filings from completion of independent review of related party transactions".
All this comes as Tiger attempts to put its financing on an even keel following the departure under a cloud of former Tiger chairman Carl Freer in October 2005. The two loans that have now been renegotiated were made via Freer and another executive, Stefan Eriksson, in May 2005, and personally guaranteed by the pair. Eriksson also quit in October 2005 after it emerged he had received criminal convictions in Sweden in the mid-1990s.
At the time, Tiger appointed three independent directors and asked them to form a committee to "investigate, review and determine the fairness" of "transactions... in which Mr. Carl Freer, Mrs. Carl Freer and/or Mr. Stefan Eriksson had an interest". ®