Kodak Alaris - sold

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cmacd123

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KA is a UK corporate entity. It can never become a US corporate entity.
It could sell assets, leaving itself as a shell, but for long as the statutory maintenance requirements are maintained, it will remain in existence as a UK corporation.
actually, companies can jump to a different juridiction all the time. not on topic for alaris, but my Pension investments once included a Canadian Company by the name of "Great lakes Power" located in Gatineau Quebec. I still have shares in that but it is now Known as Brookfield Renewable energy, located in the Bahamas. and is responsible fro several forms I have to fill out every year at tax time.

The article l9inked below talks about Canadian Companies jumping to another province, another county, or the federal jurisdiction., but most placees allow similar moves. Makes a lot of Money for Lawyers.


Eastman Kodak itself is now a delaware corporation even though Eastman and Strong started it in NYS.
 

MattKing

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but is Kodak Alaris an US corporation, or a UK one? it is after all Kodak Alaris INC, not say LLC. it was originally owned by the Kodak Limited Pension plan, and when that organization asked for help from the UK pension board, that board took over the KA ownership. Like any asset that they take on, they have sold it to a (US based) Bidder. the Kodak Limited pension plan is thus no longer involved.

It is still a UK corporation - incorporated under UK law. The shares have been purchased by Kingswood.
 

MattKing

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actually, companies can jump to a different juridiction all the time. not on topic for alaris, but my Pension investments once included a Canadian Company by the name of "Great lakes Power" located in Gatineau Quebec. I still have shares in that but it is now Known as Brookfield Renewable energy, located in the Bahamas. and is responsible fro several forms I have to fill out every year at tax time.

The article l9inked below talks about Canadian Companies jumping to another province, another county, or the federal jurisdiction., but most placees allow similar moves. Makes a lot of Money for Lawyers.


Eastman Kodak itself is now a delaware corporation even though Eastman and Strong started it in NYS.

Exporting a corporation from one jurisdiction and continuing it into into another jurisdiction certainly happens, but the process isn't accomplished by buying it. It is accomplished by complying with a whole bunch of conditions that apply to such a transaction - both in the originating jurisdiction, and the destination jurisdiction.
The tax consequences of such a transaction are a tax accountant's dream!
Kingswood might decide to go that route, but I see no sign that it has happened as yet.
 

cmacd123

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The tax consequences of such a transaction are a tax accountant's dream!
Kingswood might decide to go that route, but I see no sign that it has happened as yet.
yes, it is complex. and as Kodak Alaris was set up basically as a private company, (only shares hekd by benificiary pernsion fund) we do't know how it is organized. remember Kodak itself originally had a subsiduary in many countries, and the accounting profession finds a lot of work in getting most of the profits of any company to magically occur in the jurisdiction where they pay the lowest taxes.

at the moment, watchful waiting is the best course. since it is basically a private company (or perhaps many companies) we will only know as much as they want to tell us. I will cross my fingers that like to investment firm that holds Harmoan technology, the owners DO provide more capital. the management at EK would not be upgrading the finishing capacity at Eastman Kodak unless KA was issuing long term firm orders for35mm film for example.
 

koraks

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watchful waiting is the best course

What else would you suggest? Organize a group buy to purchase KA and run it as a subsidiary of Photrio?

We can debate corporate governance until the cows come home, but our doing so is not going to change one bit about what's going to happen next.

Anyone's free to speculate of course, so please proceed.
 

koraks

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As to speculation, I'll add my $0.02 - it's a sport I enjoy as much as the next Photrian, so heck, why not.

There are a couple of common rationales for acquiring a business, including (not limited to):
* Expansion of a current/existing business, e.g. through complementary products or market access
* Take out the competition by simply buying them
* Gain control over key supply chain links; e.g. takeover over of a strategic supplier or distributor
* Extract some key asset(s) and discard the remains; esp. if the entity has a large sum of cash or cash equivalents
* Chop it up into more promising parts that are suspected to do better on their own, perhaps leaving undesirable assets and (esp.) liabilities in a dog part that's essentially discarded
* Let it run free as it has done before because you expect it'll continue to generate attractive dividends

Roughly speaking there's a continuum of how intensive the new owner will be involved. This ranges from entirely hands-off on the one hand - a bit like you'd buy shares as a private investor, and (usually) how your pension plan invests in entities. The other end of the scale is total assimilation/integration of the new business or extremely detailed restructuring.

It looks like Kingswood is in the business of settling somewhat in the middle, but more towards the hands-off part of the spectrum. It seems to me that they're the kind of investor that is basically on the lookout for companies that are inherently promising and decently structured, but that run into barriers that allow them to be more profitable and/or to grow. In such a situation, a party like Kingswood can mobilize capital for new investments, and (perhaps more importantly, but also less visibly from the outside) suggest changes and offer advice related to strategic management.

In the process, an owner like Kingswood will generally formulate financial goals for the entities they own and periodically evaluate and re-negotiate these goals with executive management of the entity (Alaris in this case). Depending on how well the owned entity performs, the new owner may decide to intervene more or less intensively. E.g. in the case of Alaris with its two business units, it's conceivable that IF at some point performance is not as desired AND it's clear that one BU is doing quite well but the other is posing a ballast, the owner might decide to enter a process of splitting up the business.

What they have in mind exactly is something a firm like Kingswood will generally not publicly state, for the simple reason that they're not required to by anyone. Moreover, they may not have decided yet and may want to watch how Alaris fares in the next period (e.g. a year or 18 months) to see how it really does - so far, Kingswood has obviously done their due diligence, but that's still looking backward and quite different from being able to observe directly and intimately how Alaris really fares.

So my expectation is that in the next year or so, there's not going to be very major news in relation to Alaris. After that, it's a different story and it'll depend on what's really happening inside Alaris. That will be the more interesting phase of the process for external stakeholders.
The Venture Capitalist hires a famous person as their spokesman, makes a splash when issuing stock, and then pockets the sale of stock profits and forgets about the firm.

That's the Hollywood version of it. The real world of course works differently in 99.9998% of the cases.
actually, companies can jump to a different juridiction all the time. not on topic for alaris, but my Pension investments once included a Canadian Company by the name of "Great lakes Power" located in Gatineau Quebec. I still have shares in that but it is now Known as Brookfield Renewable energy, located in the Bahamas.

That's not the same as "jumping to a different jurisdiction". I don't know the details of the transactions involved in the firms you mentioned, but from a distance, it sounds like the common route of assets (which may be entire business entities) being acquired by a new owner that happens to be in a different place. In that case, the entity doesn't really move. Only the assets do. These assets (and liabilities) often include customer/investor-related aspects, which is why they affect you and you see different names on your pension papers than before.
In general, moving a business doesn't happen much. The regular way is you create a new entity in the target location and then transfer assets to that entity, leaving the original entity an empty/emptier shell. It's less complex and especially much more flexible than attempting to move an entity.
In the case of Alaris, the acquisition by a US entity changes nothing about Alaris' location. It's a bit like if you're an American and you decide to buy a house on the French Riviera. The house remains in France; it doesn't all of a sudden become US territory governed by US law. So the new owner is still subject to paying French taxes, adhering to French labor law etc.
 

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I think they just want to resurrect Panatomic-X!

That would be nice. And the cost to resurrect one more "X" should be nominal, so maybe we'll also get a resurrected Plus X or Super XX. :smile:
 
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Eastman Kodak has exactly ONE machine that fills one very large building that does ALL the coating of every film that Kodak makes. Kodak Alaris is designed to be a marketing organization with the rights to buy Kodak Branded still film from Eastman Kodak.

Would it be in the VC interest to own the film manufacturing part as well and would Eastman Kodak be interested in dumping its film production for the right price? ? AFter all, if the private investors want to expand the emulsions available, they would only have to depend on themselves rather than relying on Eastman Kodak to do it. Maybe they'd bring back Kodachrome.
 
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Exporting a corporation from one jurisdiction and continuing it into into another jurisdiction certainly happens, but the process isn't accomplished by buying it. It is accomplished by complying with a whole bunch of conditions that apply to such a transaction - both in the originating jurisdiction, and the destination jurisdiction.
The tax consequences of such a transaction are a tax accountant's dream!
Kingswood might decide to go that route, but I see no sign that it has happened as yet.

The VC may find that its; better for them to leave the corporation as a British firm. Wouldn't that leave taxes to Britain? Worse there? On the other hand, it may better to close and move it to America as a new corporation. Kingswood Kodak Film Corp.
 

koraks

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Is the British pension fund removed from the Kodak Alaris corporation's responsibility?

I did not read anything about particular assets or liabilities being separated from the entity as part of the transaction.

As to the ideas about Alaris somehow absorbing EK's coating business with help from Kingswood: I think there are many strategic and practical reasons why that's out of the question. It's doubtful any of the three main entities involved (EK, Kingswood, Alaris) would survive the feat even if all three decided that would be a good idea (highly unlikely to begin with) and somehow managed to get that process going.
 

Paul Howell

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Would it be in the VC interest to own the film manufacturing part as well and would Eastman Kodak be interested in dumping its film production for the right price? ? AFter all, if the private investors want to expand the emulsions available, they would only have to depend on themselves rather than relying on Eastman Kodak to do it. Maybe they'd bring back Kodachrome.

Not in Kingswood wheelhouse, too large, costs too much, they look for midsize investment. Kingswood would need a well heeled partner to buy Eastman Kodak, and what if EK does not want to sell, Kingswood does not seem to have a history of hostile takeovers.
 

MattKing

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And would KA have any interest in the parts of EK's building 38 business that has nothing to do with photography? They would have to deal with taking on a whole different marketing and distribution structure.
The VC may find that its; better for them to leave the corporation as a British firm. Wouldn't that leave taxes to Britain? Worse there? On the other hand, it may better to close and move it to America as a new corporation. Kingswood Kodak Film Corp.

Not necessarily lower taxes, when you factor in a bunch of other related factors.
Most importantly though, it is really complex!
Is the British pension fund removed from the Kodak Alaris corporation's responsibility?

Kodak Alaris will still have responsibilities for the pension obligations it owes to its post 2005 work force, including those who are still working, and the ones that were hired in 2005 and have since retired from working at KA - all of which has nothing to do with the pre-bankruptcy Kodak Limited employees.
And Kodak Alaris has never been more than an income generating asset owned by first the Kodak Limited Pension Fund, and then subsequently the UK Pension Fund Protection fund. KA has never had any responsibility with respect to the old Kodak Limited employees or their pensions - other than to try and generate a good return for its shareholders (the pension fund itself, or subsequently the Pension Fund Protection entity).
Of course, a fair number of the former Kodak Limited employees lost their jobs at the time of the bankruptcy and then were hired by KA. Those employees have at least two sources of pension entitlement, if that entitlement was a term of either of those employments.
 
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Not in Kingswood wheelhouse, too large, costs too much, they look for midsize investment. Kingswood would need a well heeled partner to buy Eastman Kodak, and what if EK does not want to sell, Kingswood does not seem to have a history of hostile takeovers.

Kingswood just received their third investment tranche of $1.5 billion from their investors. Buying just the film division of Eastman Kodak can't be that much if they could afford to buy Alaris.
 
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And would KA have any interest in the parts of EK's building 38 business that has nothing to do with photography? They would have to deal with taking on a whole different marketing and distribution structure.


Not necessarily lower taxes, when you factor in a bunch of other related factors.
Most importantly though, it is really complex!


Kodak Alaris will still have responsibilities for the pension obligations it owes to its post 2005 work force, including those who are still working, and the ones that were hired in 2005 and have since retired from working at KA - all of which has nothing to do with the pre-bankruptcy Kodak Limited employees.
And Kodak Alaris has never been more than an income generating asset owned by first the Kodak Limited Pension Fund, and then subsequently the UK Pension Fund Protection fund. KA has never had any responsibility with respect to the old Kodak Limited employees or their pensions - other than to try and generate a good return for its shareholders (the pension fund itself, or subsequently the Pension Fund Protection entity).
Of course, a fair number of the former Kodak Limited employees lost their jobs at the time of the bankruptcy and then were hired by KA. Those employees have at least two sources of pension entitlement, if that entitlement was a term of either of those employments.

Eastman would spin off just the film division.

Regarding pensioners that's a real drag to be stuck with. How do you know that's still part of the deal? Is it possible that other arrangements were made when Kingswood bought the shares?
 

Paul Howell

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Kingswood just received their third investment tranche of $1.5 billion from their investors. Buying just the film division of Eastman Kodak can't be that much if they could afford to buy Alaris.

Kingswood stated strategy is mid level companies, but at less than a half a billion, with a partner or partners Eastman Kodak is within striking distance. So I guess time will tell.


General Characteristics
  • Investment size: $50M-150M+ (or greater with co-invest)
  • Financial characteristics: at least $100M of revenue; positive, negative or breakeven EBITDA
  • Governance: control or minority with negative control rights
  • Geography: primarily North America
 

MattKing

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Eastman would spin off just the film division.

Regarding pensioners that's a real drag to be stuck with. How do you know that's still part of the deal? Is it possible that other arrangements were made when Kingswood bought the shares?

You aren't getting what I'm saying Alan.

First, the Eastman Kodak division that operates building 38 (plus a few other related buildings) doesn't just use them for products related to photographic film. They also make a bunch of things that have nothing to do with photography, as well as products that have both photographic uses and non-photographic uses - Kodak Alaris would have to expand is marketing and distribution considerably if they were to take on those businesses.
Second, Kodak Alaris has never had any responsibility for the obligations of the historical Kodak Limited pension fund. Kodak Alaris is merely an investment intended to provide a financial return to its shareholders. And those shareholders have changed - but nothing else has changed for Kodak Alaris (so far). I
 

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Is there even a part of EK that is known as the “film division”? Looking at the org chart and a recent annual report, the division that makes the film doesn’t even seem to acknowledge photographic film yet described the breadth of other “film” product lines. To spin off photographic film may require a restructuring. It might not even be possible if such an action would impact the other product lines. Plus, although probably not in the decision loop but quite possibly influential, could be the other film users, like motion picture industry and government customers. So it seems interesting speculation and/or wishful dreaming but extremely highly unlikely.
 

koraks

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Is there even a part of EK that is known as the “film division”?

No, that reflects what @MattKing has been saying.

To spin off photographic film may require a restructuring.

A very thorough restructuring. It would mean either of two things:
1: Eastman Kodak would sell off its actual coating operations to Alaris. All of its coating operations (not related to photographic film, but the myriad other products they coat there) would then have to be outsourced to a 3rd party, which could be Alaris (i.e. they keep using the same physical line, but no longer own it). The situation that now exists for photographic film would continue to exist, but now for the other products Eastman Kodak manufactures.
2: Eastman Kodak would not sell off its actual coating line. Alaris would now own the film coating business, but would have to look for physical infrastructure to actually do the operations. They would either have to build a plant for that, somewhere, incurring an investment of several hundred million $$$ at least. Eastman Kodak would lose the economies of scope accruing from manufacturing a range of products that rely on the same technology base.

Both of these scenarios have severe practical and strategic drawbacks for both Eastman Kodak and Alaris. Hence, it would be a corporate restructuring that's neither practically feasible, nor desirable for anyone involved.

If Alaris would want to actually start making film, a more likely scenario would be that they somehow manage to contractual agreements with Eastman Kodak so they're not bound to Kodak film. They could at the same time enter an alliance with one or more companies that have film coating capabilities, or are willing and capable to build this competence and physical infrastructure in a reasonable timescale. The latter seems unlikely, so they're more likely stuck with a small selection of companies worldwide they'd have to do business with. Since in this scenario they'd be exiting their alliance with Eastman Kodak, it would make sense that they'd look for other parties. So they're going to be stuck with either a few companies whose color film manufacturing is nascent and immature, or they'll have to somehow convince Fuji to boot some of their Instax business out of their own production line to make room for the new Alaris film that has to be coated.

No matter which way you turn this, it doesn't add up. Which is probably why we've seen this "weird" arrangement between Eastman Kodak and Alaris exist for so long. Despite its oddities, these companies have very little choice but to do it this way, and they're perfectly aware of it, too.
 

BrianShaw

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If only we understood the ven diagram of the relationships between photographic film and all of those other EK “film” product lines of the EK “film” division. “It doesn’t add up” is an understatement as there is way too much missing information.

Let’s face it… photographic film is a legacy product that EK has maintained while exploiting that IP and technology and facilities into what are most likely more profitable product lines. Has nobody else around here actually read a recent annual report????

And why would anyone think that Alaris has the skills or knowledge to actually make a product, or that there is enough money that someone would risk to build (or buy) this skills and knowledge. For sure… it doesn’t add up to the point that that type of speculation is not much more than mental masturbation. Which isn’t a bad thing at times…
 
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koraks

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Let’s face it… photographic film is a legacy product that EK has maintained while exploiting that IP and technology and facilities into what are most likely more profitable product lines. Has nobody else around here actually read a recent annual report????

I think many of us realize this quite well, though. It's just a handful who seem to have trouble understanding the implications of this, but that's probably related to an overall lack of awareness of how high tech manufacturing works in practice. That's OK; it's kind of a particular/peculiar world.
 

BrianShaw

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It’s all good. Food for thought. I like food and often go back for a second serving. :smile:

Regarding the purchase, they will either continue with the “same old, same old” or make changes in the future. That’s about all we can be sure of… unless someone actually has some insider information. And even then, we probably won’t know what happened until the day after.
 

brbo

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Is there even a part of EK that is known as the “film division”? Looking at the org chart and a recent annual report, the division that makes the film doesn’t even seem to acknowledge photographic film yet described the breadth of other “film” product lines.

EK annual report for 2023 acknowledges a sale of about $85m worth of still photographic film to Kodak Alaris.
 
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