Sep 19, 2011

Settlement Approved in think3 Chapter 11 Bankruptcy Proceeding; Italian Trustee's Chapter 15 Petition Denied

AUSTIN, Texas - A federal bankruptcy judge has approved an agreement between think3 Inc. and Versata FZ-LLC that settles the rights and ownership interests of Versata and other matters at issue in think3’s Chapter 11 bankruptcy case.

Judge H. Christopher Mott of the United States Bankruptcy Court for the Western District of Texas, Austin Division, approved the settlement in the case (No. 11-11252) on Sept. 12.

The dispute arose when think3, an Austin-based global leader in the computer-aided design and product lifecycle management software (PLM) market, was put into an involuntary bankruptcy proceeding in Bologna, Italy. The trustee appointed in the Italian proceeding purported to terminate a license agreement between think3 and Versata and took other actions against Versata. Versata is a Dubai-based U.A.E. company. The Italian trustee’s actions resulted in Versata suing think3 in federal district court in Austin and prompted the Chapter 11 filing.

Following a two-day hearing, Judge Mott ruled that the license agreement between think3 and Versata had been negotiated in good faith and at arms length. He also found that full consideration had been paid to think3 by Versata and that the resulting exclusive license constituted a full sale of think3’s intellectual property rights to Versata (except for the rights to the China market). The Judge further noted that think3’s chief restructuring officer made reasonable but unsuccessful efforts to cooperate with the Italian trustee, including through US court-ordered mediation in late August.

Settlement terms provide a number of benefits to the think3 Chapter 11 estate, including a cash settlement in the amount of $250,000, a license to use and sub-license certain TD PLM software worldwide without the risk of patent infringement liability, the ability for think3 to exploit its China market opportunities using Versata’s IP, service capabilities, and research and development without cost to the Chapter 11 estate and without risk of patent infringement liability, and an increase in the commitment for debtor-in-possession financing to $2.3M with an option for think3 to deem its obligations satisfied in full if it terminates the TD PLM license. The settlement also empowers think3 to propose a plan of reorganization and enables the two companies to collaborate in serving customers of think3 products.

In addition, Judge Mott denied a petition filed by the Italian trustee that sought recognition of the Italian bankruptcy proceeding under Chapter 15 of the U.S. Bankruptcy Code. The Judge affirmed that think3’s chief restructuring officer, Rebecca A. Roof, has full authority to administer the assets and affairs of the company.