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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2012
SUBSEQUENT EVENTS

NOTE 19 – SUBSEQUENT EVENTS

In August 2012, Quest Australia Pty. Ltd. received a notice from the Australian Taxation Office formally waiving all remaining interest and penalties due of approximately $7.8 million related to the incorrectly claimed research and development benefit reported on all prior year income tax returns back to the year ended December 31, 1999. The $7.8 million was recognized in the years ended December 31, 1999 through December 31, 2011 and will be reversed in the three month and nine months ended September 30, 2012.

In August 2012, Quest Software France Sarl received a notice from the French Commission Department related to the income tax audit for the years ended December 31, 2006, 2007 and 2008 indicating their decision in favor of the French Tax Authorities. We will continue to pursue resolution of these assessments through the additional appeals processes within France or through a Mutual Agreement Procedure pursuant to Article 24 of the Ireland-France Income Tax Treaty.

In July 2012, Quest entered into a promissory note with Dell for the principal sum of $13.3 million accruing interest at 2.5% per annum and payable upon termination of the pending merger agreement for any reason, among other termination events. The proceeds of the note were used by Quest to fund a portion of the termination fees and expenses paid to Insight.

At the time Quest entered into acquisition negotiations with Dell Inc., through the date of this filing Quest had not yet completed its ordinary equity-based incentive compensation awards for 2012. Pursuant to the terms of the Merger Agreement, Quest has requested Dell’s consent to complete these awards, the aggregate amount of which could be material. Quest has not yet received Dell’s consent.