
In your post you stated: "Larry E was smart in not taking on Sun's liabilities." This statement is incorrect. Read the Definitive Agreement. Oracle is acquiring ALL of the assets AND liabilities of Sun and its various subsidiaries. This is NOT structured as an asset sale where only select product, IP, personnel and liabilities are purchased. It is structured as a 100% acquisition. Oracle is buying the whole enchilada.
So post close (and in the absence of subsequent transactions between Oracle and other parties, i.e. divestitures and asset sales by Oracle) Oracle will own all of Sun's customer obligations, channel partner obligations, vendor obligations, real estate obligations, supplier oblgations, legally binding (on a per country basis) employee obligations, etc., etc. Sun's contracts (both inbound and outbound) establish what rights of termination, revision, non-renewal, etc. Sun/Oracle might have based on change of control or "just because".
On the financial front,, Sun's stockholders and debt holders will be cashed out during the closing process so Sun's debauched shareholders will receive their pittance and debt holders such as KKR will be paid off.
If publicized reports are correct, IBM had two or three major concerns:
1) IBM was unwilling to give certain guarantees regarding the effort they would expend obtaining regulatory approvals on a worldwide basis. Sun's BoD (has there been a more useless BoD at a major technology corporation?) was justifiably concerned that numerous regulatory hurdles would be encountered that might nix the deal..
2) IBM was dissatisfied with the underlying revenue/profitability picture at Sun. Products and offerings that IBM was most interested in proved disappointing in this resplect. Hence the initial $10-$11 per share rumor turned into an $9.50 per share rumor.
3) the degree to which change of control provisions penetrated far down in the ranks of "Sun's management" (an oxymoron). Reports have circulated that such change of control provisions went as far down as director level. It wasn't JUST the unjustifiable golden parachute that would pay triple their annual compensation and 100% vest the holdingsof Schwartz and McNealy and various EVPs. No it was YEARS of severance due to managers well down in the ranks. If you do read the Definitive Agreement, you will find that Oracle appears to have negated such employee change-of-control provisions. It will be interesting to see how that pans out.