Dear FriendsAs you are aware Firstline filed for Chapter 11 Bankruptcy protection on January25, 2008. In this letter, Firstline cannot adequately explain all of the complex andtechnical details which led to its filing, but a condensed version is warranted.Disputes arose during the 2007 selling season between ADT and Firstline about theirdealer agreement and whether ADT (which had the exclusive right to buy at least 75% of
Firstline’s accounts
(through February 14
th
2008) had authorized Firstline to sellcustomer accounts which used cellular service through Alarm.com. Firstline believed thatconsent had been given. ADT did not. ADT took the position that Firstline breached itsdealer agreement with ADT. This misunderstanding was critical in that ADT (which wasa good and reliable funding source) refused to purchase
Firstline’s accounts—
which
complicated Firstline’s ability to generate cash flow.
Making the sale of accounts to others more difficult, ADT asserted (under theprovisions of th
e dealer agreement) a security interest on virtually all of Firstline’s
accounts. Because of the asserted security interest, Firstline was unable to sell accounts
(and, therefore, generate cash flow) without ADT’s consent. ADT initially consented to
the sale of accounts, but refused to consent to sales (except on condition of payment of amounts due to ADT) that had been arranged in late 2007 and early 2008. In addition,ADT sued Firstline in early 2008 for millions of dollars for breach of the dealeragreement.To make matters worse, Firstline sold customer accounts to SAI (over 25,000) in the
beginning of the summer of 2007 (with ADT’s consent), but SAI was unable to
adequately provide service to the customers or to adequately track billing on the accountsthat were sold. As a result, millions of dollars in value were lost against holdbacks andchargebacks because of paying accounts that were lost due to poor service.Until late January 2008, it was hoped (and expected) that accounts could be sold(with A
DT’s consent) and that cash flow issues could be lessened if not fully resolved.
But by this time other large creditors including GE and Alarm.com became veryconcerned about whether Firstline was going to pay them millions of dollars in debtincurred to purchase the alarm system components that had been placed in homes duringthe selling season.
The emergence of GE and Alarm.com further complicated Firstline’s ability to
sell accounts as these creditors, understandably, wanted to be the first paid out of theproceeds from any sale of accounts.GE filed a receivership complaint (which Alarm.com joined) in state court inJanuary 2008. Firstline believed that putting its business in the hands of a third-partyreceiver would ultimately lessen the value of the accounts and be detrimental to creditors.Negotiations among Firstline, ADT, GE, and Alarm.com to sell accounts to Monitronicsand avoid receivership took place until just hours before the receivership hearing was
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