Merisel Inc, the El Segundo, California-based computer distributor which ran into severe liquidity problems a year ago, has stirred up a legal wrangle and is accused of double-crossing its debenture holders in a search for a way out of its difficulties. Merisel has been running scared of the nearly $280m of debt it has accumulated, and the company seemingly reached an agreement in April which would prevent it sliding into bankruptcy. The holders of $125m worth of Merisel’s 12.5% loan notes agreed to extinguish their debt in return for 80% of the company’s expanded equity. But more recently the firm’s trading prospects have improved, prompting an eleventh hour bid from investment firm Stonington Partners which is willing to pay $152m in cash for just 70% of Merisel’s equity. The board of directors voted to accept the second offer as being in the best interests of shareholders (more cash, less dilution of interest). The response from the noteholders has been to issue a $15m law suit against Stonington alleging that the new offer has interfered with Merisel’s obligations under the existing agreement, and that the deal was hatched in secret without informing noteholders. Either deal will first have to be approved by the existing shareholders, who meet on August 29th. Merisel said on Friday that it wasn’t named as a party in the suit, and that Stonington Partners intended to defend itself vigorously.
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