Star Citizen - The E.L.E.

[dsmart]

Anyone remember the whole 38 Studios debacle? Isn't this the sort of thing they did towards the end as well?

As an indie dev for over 20 years, this whole mess just makes me shake my head. Given Robert's history, is any of this surprising?

It's worse than 38Studios because Star Citizen has burned through over $150 million of backer money. And never shipped a complete game.

[simprosestudios]

I meant in terms of end-game behavior. They were burning $2-4 Million a month, and applied for a loan at the end to get some last minute tax credits, for a game they knew was a looong way off? All of this is from what I can remember anyway, and its sadly a possible precedent for what these things do in their death throes.

[Motto]

[backer mode on] You just don't know how finance works![/backer mode off]

[dsmart]

I meant in terms of end-game behavior. They were burning $2-4 Million a month, and applied for a loan at the end to get some last minute tax credits, for a game they knew was a looong way off? All of this is from what I can remember anyway, and its sadly a possible precedent for what these things do in their death throes.

Oh right. Yes, you're right about that.

[StanTheMan]

Anyone remember the whole 38 Studios debacle? Isn't this the sort of thing they did towards the end as well?

As an indie dev for over 20 years, this whole mess just makes me shake my head. Given Robert's history, is any of this surprising?

Derek knows quite a bit about that as I asked him a few months back.   They were not pre selling the game and IIRC a lot of the fall out was due to incentives offered out of State coffers to attract them to locate in Rhode Island.

[zoidy]

Hi guys, just signed up!

Finally jumped in because of this UK loan thing. I had a (mind-numbing) look through the pdf of the loan agreement, and a few things jumped out at me. I'm no legal expert btw, not remotely, pure layman opinion:

- it appears to refer to "The Game", being made by F42 in UK. This appears to be undefined in the document, but it does appear - to my eyes - to be different to the definition later in the document of excluded items including "the video game provisionally titled Star Citizen". Also excluded is assets related to a Nat West agreement? Was that a previous loan we are aware of?

- it also appears to apply to the rights to The Game (undefined) worldwide, *except* US Territory.

So it looks very bad, but it looks like it's F42 getting a loan using SQ42(?) only, and for all markets except US. I'm not seeing anywhere that defines The Game as the MMO part, and it does seem to explicitly exclude it. BUT ... what is The Game, and where is it defined?

I almost - almost - wonder if they've actually pulled a fast one ON THE BANK! The Bank thinking they now have the rights to the MMO, thinking that is The Game.

Of course, if we assume only SQ42 (say, 1 episode) ever gets released as a commercial product, it kind of makes sense to get a loan on that, as they (CIG) think it will be released. But they don't think SC will be released at all, which, well, seems quite likely it won't.

Anyway, as amusing as I would find it if the whole SC was included in this loan agreement, tbh I don't think it is.

[Motto]

The thing is, aside from the physical assets (anybody fancy a spacedoor?), what is CIG really worth? Nobody in their right mind would pay a thing for the IP of CIG me thinks. If (when) CIG collapses, is there something there that would be worth of buying by the likes of say EA? Can't image that.

[Narrenbart]

Hi guys, just signed up!

Finally jumped in because of this UK loan thing. I had a (mind-numbing) look through the pdf of the loan agreement, and a few things jumped out at me. I'm no legal expert btw, not remotely, pure layman opinion:

- it appears to refer to "The Game", being made by F42 in UK. This appears to be undefined in the document, but it does appear - to my eyes - to be different to the definition later in the document of excluded items including "the video game provisionally titled Star Citizen". Also excluded is assets related to a Nat West agreement? Was that a previous loan we are aware of?

- it also appears to apply to the rights to The Game (undefined) worldwide, *except* US Territory.

So it looks very bad, but it looks like it's F42 getting a loan using SQ42(?) only, and for all markets except US. I'm not seeing anywhere that defines The Game as the MMO part, and it does seem to explicitly exclude it. BUT ... what is The Game, and where is it defined?

I almost - almost - wonder if they've actually pulled a fast one ON THE BANK! The Bank thinking they now have the rights to the MMO, thinking that is The Game.

Of course, if we assume only SQ42 (say, 1 episode) ever gets released as a commercial product, it kind of makes sense to get a loan on that, as they (CIG) think it will be released. But they don't think SC will be released at all, which, well, seems quite likely it won't.

Anyway, as amusing as I would find it if the whole SC was included in this loan agreement, tbh I don't think it is.

You are quoting stuff from the definition, please tell us the page in the contract where they are used (my god you americans I guess I have to move I have some interesting contracts to sell)

[Narrenbart]

The thing is, aside from the physical assets (anybody fancy a spacedoor?), what is CIG really worth? Nobody in their right mind would pay a thing for the IP of CIG me thinks. If (when) CIG collapses, is there something there that would be worth of buying by the likes of say EA? Can't image that.

They may not monetize the engine changes so theres that (the only exception from this is Amazon).
so its just mocap data (mainly dirty and unusable)
Shiny ships models that can not be used in an online game cause of polycount.
aaaand ... I don't know ... nothing valueable ... I mean ... planet stuff? basic editors? Nothing that would be worth alot

The package altogether could be worth something but only amazon could buy them because it's an altered version of lumberyard now and may not be sold to other parties.

[zoidy]

Hi guys, just signed up!

Finally jumped in because of this UK loan thing. I had a (mind-numbing) look through the pdf of the loan agreement, and a few things jumped out at me. I'm no legal expert btw, not remotely, pure layman opinion:

- it appears to refer to "The Game", being made by F42 in UK. This appears to be undefined in the document, but it does appear - to my eyes - to be different to the definition later in the document of excluded items including "the video game provisionally titled Star Citizen". Also excluded is assets related to a Nat West agreement? Was that a previous loan we are aware of?

- it also appears to apply to the rights to The Game (undefined) worldwide, *except* US Territory.

So it looks very bad, but it looks like it's F42 getting a loan using SQ42(?) only, and for all markets except US. I'm not seeing anywhere that defines The Game as the MMO part, and it does seem to explicitly exclude it. BUT ... what is The Game, and where is it defined?

I almost - almost - wonder if they've actually pulled a fast one ON THE BANK! The Bank thinking they now have the rights to the MMO, thinking that is The Game.

Of course, if we assume only SQ42 (say, 1 episode) ever gets released as a commercial product, it kind of makes sense to get a loan on that, as they (CIG) think it will be released. But they don't think SC will be released at all, which, well, seems quite likely it won't.

Anyway, as amusing as I would find it if the whole SC was included in this loan agreement, tbh I don't think it is.

You are quoting stuff from the definition, please tell us the page in the contract where they are used (my god you americans I guess I have to move I have some interesting contracts to sell)

American? How VERY DARE you!   :) I'm in UK actually, Scotland to be precise.

So throughout the document it refers to Game, and in schedule 1, page 19, is the definition, which is circular referring back to the loan agreement. So no help there. But on page 18 is Excluded Collateral, which refers to the Natwest loan (elsewhere described in the schedule as a loan from 2015, ie pre-existing) and also the "game provisionally titled Star Citizen". So It appears to me that the Natwest loan and the parts of the assets it is secured on, AND Star Citizen (presumably distinct from the Game, whatever that is), are excluded.

You could just do what I did & look it up though, rather than making cracks about my nationality and level of gullibility 

But seriously, can someone check what I'm suggesting? I think I'm right tbh. What confuses me is the circular "Game" reference, with no explicit SQ42 or any other name.

[zoidy]

[edit seem to have mislaid the post I was replying to?  :)]

Yeah, I agree, I couldnt find any reference to excluded collateral in the loan agreement either. But it appears to make sense, in that it contains the Nat West loan from 2015, which would presumably be excempt from any new loan as it came first, and the "video game provisionally titled Star Citizen".

See, the fact it's distinct from the "Game" makes me think it's deliberate. It's SQ42, presumably, but not a pre-existing loan or SC itself. Which kind of makes sense in that SC wont ever actually be finished.

But SQ42? Maybe they think it will be released in some single episode cut down form, and thats what Game refers to.

But not referring to Excluded Collateral is odd, but it then makes the fact that  "Game" isn't actually defined even more odd.

I don't know to be honest.

Then there's the fact the agreement is explicitly about worldwide rights etc, but not US territory.

(I was an oracle dev in Edinburgh for years, the whole SC project scared the hell out of me from the start. I've worked on projects with bad management and a complete lack of design, documentation, and control. And this is so much worse)

[Narrenbart]

Stuff myLoanStuffExclude[] = new Stuff {IP StarCitizen, NatWestStuff};
Stuff myLoanStuff[] = new Stuff {whole Company, IP SQ42, IP StarCitizen, everything else} - myLoanStuffExclude;

almost overlooked that, I wish that contracts are more like Programming Code :D

[zoidy]

Stuff myLoanStuffExclude[] = new Stuff {IP StarCitizen, NatWestStuff};
Stuff myLoanStuff[] = new Stuff {whole Company, IP SQ42, IP StarCitizen, everything else} - myLoanStuffExclude;

almost overlooked that, I wish that contracts are more like Programming Code :D

I wish life were more like code, code makes sense! ;)

[Meowz]

CIG' repose to loan: https://robertsspaceindustries.com/spectrum/community/SC/forum/1/thread/re-uk-tax-rebate-advance-for-foundry-42/30277

"We have noticed the speculations created by a posting on the website of UK’s Company House with respect to Coutt’s security for our UK Tax Rebate advance, and we would like to provide you with the following insight to help prevent some of the misinformation we have seen.
Our UK companies are entitled to a Government Game tax credit rebate which we earn every month on the Squadron 42 development. These rebates are payable by the UK Government in the fall of the next following year when we file our tax returns.  Foundry 42 and its parent company Cloud Imperium Games UK Ltd. have elected to partner with Coutts, a highly regarded, very selective, and specialized UK banking institution, to obtain a regular advance against this rebate, which will allow us to avoid converting unnecessarily other currencies into GBP.  We obviously incur a significant part of our expenditures in GBP while our collections are mostly in USD and EUR.  Given today's low interest rates versus the ongoing and uncertain currency fluctuations, this is simply a smart money management move, which we implemented upon recommendation of our financial advisors. 
The collateral granted in connection with this discounting loan is absolutely standard and pertains to our UK operation only, which develops Squadron 42.  As a careful review of the security will show and contrary to some irresponsible and misleading reports, the collateral specifically excludes “Star Citizen.”   The UK Government rebate entitlement, which is audited and certified by our outside auditors on a quarterly basis, is the prime collateral. Per standard procedure in banking, our UK companies of course stand behind the loan and guarantee repayment which, however, given the reliability of the discounted asset (a UK Government payment) is a formality and nothing else. This security does not affect our UK companies’ ownership and control of their assets.  Obviously, the UK Government will not default on its rebate obligations which will be used for repayment, and even then the UK companies have ample assets to repay the loan, even in such an eventuality which is of course unthinkable.   
This should clarify the matter. Thank you. "

[dsmart]

https://robertsspaceindustries.com/spectrum/community/SC/forum/1/thread/re-uk-tax-rebate-advance-for-foundry-42/277779



Ortwin posted an official CIG statement. It's usual rubbish.

I have updated my blog (the bottom part) with his statement, and my comments.