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San Francisco, July, 2015
Successful “Date Certain M&A” of Raydiance, Inc., its Assets and Intellectual Property
Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and James Skelton, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a venture capital and venture lending backed manufacturer of precision solutions enabled by femtosecond laser technology.

Gerbsman Partners provided Crisis Management and Investment Banking leadership, facilitated the sale of the business unit’s assets and its associated Intellectual Property. Due to market conditions, the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

1.  Crisis Management and technology domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
2.  Domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
3.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
4.  The ability to Communicate with the Board of Directors, senior management, senior lender, creditors, vendors and all stakeholders in interest.
About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 89 Technology, Medical Device, Life Science, Solar; Digital Marketing and Social Commerce and Fuel Cell companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructuring and M&A transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, Boston, New York, Orange County, Washington, DC, McLean, VA, Europe and Israel.

GERBSMAN PARTNERS
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

 

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San Francisco, July, 2015
“Portfolio Advisory Services for Equity and Senior Lenders” from Gerbsman Partners
I have attached for your information and review an updated presentation Portfolio Advisory Services for Equity and Senior Lenders, from Gerbsman Partners. Also, attached is a video taped  presentation on “Corporate Governance”, “Early Warning Signs” and “Maximizing Value” for under-performing/distressed venture backed Intellectual Property companies at Stanford University. This video will be for used in the Stanford Engineering School via STVP (Stanford Technology Ventures Program) and SCPD (Stanford Center for Professional Devlopme nt).

Aside from Gerbsman Partners core business of maximizing value utilizing its proprietary “Date Certain M&A Process”, Gerbsman Partners has been assisting equity and senior lenders “Identifying the Early Warning Signs & Maximizing Value for Underperforming and Distressed Portfolio companies”.

Gerbsman Partners has been engaged by numerous equity groups and senior lenders to perform a “business audit” and provide observations, recommendations and an action plan for maximizing value. Typically this is a 1-2 day on site review at the portfolio company and a written and in person review with equity or the senior lender. If Gerbsman Partners is retained to perform Crisis Management and/or “Date Certain M&A” services for the portfolio company, Gerbsman Partners will credit 50% of the business audit’s fee’s to any future engagement.

By background, since 2001, Gerbsman Partners has focused and been involved in maximizing enterprise and Intellectual Property value for 89 venture capital/private equity backed and /or senior lender financed, technology (software, mobile, telecom, optical networking, internet, digital commerce, cyber-security, etc.), life science, medical device, solar, fuel cell and low tech companies through Gerbsman Partners proprietary “Date Certain M&A Process”. Gerbsman Partners has also terminated/restructured over $ 810 million of prohibitive real estate and equipment leases, sub-debt and creditor issues. Gerbsman Partners also assists US, European and Israeli technology, digital marketing, and medical device companies with strategic alliance development, M&A and licensing and distribution of proprietary content.

Gerbsman Partners has offices and strategic alliances in San Francisco, Orange County, McLean, VA, New York City, Boston, Europe and Israel.

Identifying Early Warning Signs & Maximizing Value of Distressed Portfolio Companies – Presentation at Stanford University by Mr. Steven Gerbsman

stanford1

 

Please visit the attached link to view the program. Click here.
I also was the moderator for a panel on the same subject that consisted of Marc Cadieux, Chief Credit Officer of Silicon Valley Bank, Peter Gilhuly, Esq., Partner at Latham & Watkins and Michael Scissions, Entrepreneur/CEO and former head of Facebook Canada.
Please review and hopefully the information will assist in “Identifying the Early Warning Signs” and provide “food for thought”.

GERBSMAN PARTNERS
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

Good afternoon.

The Gerbsman Partners team will be following up this week and next week with all potential interested parties to review and discuss the “Bidding Process” for the Assets and IP/Patents of GreenEdge Technologies.

Bids are due on or before Friday, July 31, 2015. Per below, the Asset Purchase Agreement (“APA”) is attached and we encourage all interested parties to review the APA with their counsel and with counsel to GreenEdge, Robert O’Connor, Esq.

Subject to a signed NDA, Gerbsman Partners will make the GreenEdge due diligence room available to interested parties.

The Gerbsman Partners team looks forward to assisting you in the Bidding Process.

The Update to the Bidding Process for “EDGEhome/GreenEdge Technologies – Patent & Product Competitive Advantages ” and “Asset Purchase Agreement”

Further to Gerbsman Partners previous e-mails and sales letter of June & July, 2015, regarding the sale of certain assets of GreenEdge Technologies, Inc., (GreenEdge), GreenEdge has outlined below the “advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents.

I also attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of GreenEdge execute and deliver in connection with such transaction. The GreenEdge Assets have been previously supplied, as outlined in the GreenEdge sales letter.

Gerbsman Partners has been retained by GreenEdge Technologies, Inc. to solicit interest for the acquisition of all or substantially all of GreenEdge’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “GreenEdge Assets”).

Any and all the assets of GreenEdge will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of July 31, 2015., I would encourage all interested parties to have their counsel speak with Robert O’Connor, Esq. of Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 947 2099 office, 415 279 6579 cell roconnor@wsgr.com

 

“Advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents”

1) If you are a company with legacy/low tech products and you want to make smart products, you will be interested in EDGEhome’s assets because:
EDGEhome’s patents will give you offensive and defensive smart home/IoT IP opportunities
EDGEhome’s mature iOS and Android user interface and cloud service give you a fast track to market with excellent usability and rich features
EDGEhome’s wireless transceiver module allows you to quickly make almost any device smart
If you make regular lighting / switch / outlet devices and you need smart devices, or if you want to go in this direction but you don’t have these devices, EDGEhome allows you to quickly and efficiently deliver them to market without developing them yoursel
2) If you are a company that makes smart switches, lighting controls, and/or outlets, or you are a company that wants to develop these types of devices, you would be interested in EDGEhome’s assets because:
EDGEhome’s patents protect valuable use cases including electronic tamper-resistant outlets, dimmable outlets, and outlets that intelligently switch things off to save electricity. These provide a potential significant royalty generation opportunity, and significant defense against litigious competitors in the smart home / home automation / IoT marketplace.
EDGEhome’s devices all measure electricity usage point-by-point and control individual outlet plugs individually, enabling energy monitoring and energy savings in a compact package
California Title 24 compliance for plug-load intelligent control provides powerful and valuable use cases for commercial, hotel, and industrial customers in California and beyond
EDGEhome’s devices are designed to be low cost with high capability, giving you a potential cost advantage and opportunity for high gross margins
3) If you are a large, established home automation system provider, you will be interested in EDGEhome’s assets because:
EDGEhome’s patents provide offensive and defensive opportunities and potential royalties versus other established competitors in the home automation space, including historically litigious competitors. Patents protecting electronic tamper resistance for electrical outlets, dimmable outlets, and outlets that control plugs individually will be of particular interest.
EDGEhome’s market-tested, complete, turnkey, electrician installed, cost-effective, and extensible smart home system gives you an instant mid-tier offering that opens up the mass market and base-feature opportunity in new homes, without cannibalizing your established brand.
EDGEhome can easily inter-operate with your existing systems and devices.
EDGEhome’s energy monitoring and point-by-point control gives you the opportunity to get demand-response revenue from electric utilities, revenue from big-data, and California Title-24 compliance required for businesses, hotels, and industrial buildings.
4) If you are an established consumer electronics manufacturer who has not yet delivered a smart home / IoT system, you will be interested in EDGEhome’s IP because:
EDGEhome’s patents give you offensive and defensive smart home / IoT capabilities to slow competitor actions, to deliver unique capabilities, to defend yourself against smart home competitors with a larger patent portfolio, and to generate revenue from royalties
EDGEhome’s turnkey, complete, easy to use, and extensible system can jump-start your entry into the smart home / smart building market without having to develop the system and devices yourself
EDGEhome’s modular transceiver allows you to quickly integrate your devices into the system
EDGEhome’s temperature, energy usage, and voltage/current waveform sensors enable powerful use cases of safety & security and convenience when coupled with your existing devices
5) If you are an existing smart device provider, and you want to deploy a system or want to add smart lighting and electrical devices to your portfolio, you will be interested in EDGEhome because:
EDGEhome’s smart lighting controls, smart switches, and smart outlets allow you to quickly deploy a powerful, energy monitoring, extensible, desirable, and cost effective lighting/outlet system which puts powerful sensors in each device. With EDGEhome’s modular wireless protocol support, you can easily support your protocol in EDGEhome’s devices or use EDGEhome’s protocol
EDGEhome’s patents give you offensive and defensive capabilities to protect unique competitive advantages including electronic tamper resistant outlets which provide tamper resistance required by the national electric code in a smaller and less expensive package than can be achieved through mechanical means, and allows your to provide one-of-a-kind capabilities like dimmable electrical outlets or smart control of devices plugged in out outlets.
EDGEhome’s point-by-point control and real-time electrical monitoring capability in each device enable valuable and powerful consumer value propositions to satisfy California Title-24 for hotels and businesses, to enable revenue from electrical utilities for demand-response capability, and the opportunity for rebates from electrical utilities due to EDGEhome’s energy reduction capabilities.
EDGEhome’s room temperature monitoring capability in every smart outlet and smart switch enable an in-building temperature profile and thermostat capabilities which are unmatched by any competitors.
6) If you are a smart thermostat provider, or you are a legacy thermostat provider who wants to create a smart thermostat offering, you will be interested in EDGEhome’s IP because:
EDGEhome’s smart outlets and switches each monitor room temperature in real-time, throughout a house or building. This enables thermostat and climate control capabilities which are unmatched by any competitor.
EDGEhome’s patents include a pending patent that allows distributed temperature sensors to be used along with a temperature-compensation routine that subtracts out self-generated device heat to provide accurate temperature profile throughout a building.
EDGEhome’s turnkey, easy to use, and extensible system and user interface was designed to support low cost, powerful, and intuitive temperature reporting and thermostat capability that can be linked with lighting and electrical control. This along with EDGEhome’s secure, modular, and low cost wireless protocol allows you to quickly deploy a smart thermostat to the market quickly and efficiently.

The Bidding Process for Interested Buyer

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Green Edge Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Green Edge, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Green Edge and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Green Edge Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, July 31, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Green Edge office, located at 15333 Avenue of Science, Suite 110, San Diego, CA 92128. Please also email steve@gerbsmanpartners.comwith any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Green Edge’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

Green Edge reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Green Edge will require the successful bidder to close within a 7 day period. Any or all of the assets of Green Edge will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Green Edge Assets shall be the sole responsibility of the successful bidder and shall be paid Green Edge at the closing of each transaction. For additional information, please see below and/or contact:

For additional information, please see below and/or contact:

Steven R. Gerbsman
Gerbsman Partners
(415) 456- 0628
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

 

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We’ll make it up in volume
Hi there,

Ever wonder which VCs are the best at spotting unicorn companies earliest? Wonder no more. See who the unicorn whisperers are below.

e-Commerce’s big three
When it comes to eCommerce investment, it’s China, India, the US and then everyone else. The 3 markets account for 62% of global deal activity and 71% of total funding.

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Speaking of e-Commerce – this will be interesting

Jet.com, the startup founded by Diapers.com alumni Marc Lore, launched today and although it projects big losses and competition from Amazon, it is also rumored to be in talks to raise financing at a valuation of 3 unicorns.

So we wanted to anonymously ask you and 88,000 of our closest friends what you think of Jet’s prospects. Simply click below and we’ll report the results in the next newsletter.
Will Jet.com live upto the hype and become a credible competitor to Amazon?

lowest 1 2 3 4 5 6 7 8 9 10 highest
Google Ventures is slowing down

For our corporate VC benchmarking webinar next week, we’ve been digging into the performance of several notable corporate VCs. Today, we refreshed our Google Ventures teardown and see the CVC arm of Google is slowing down their investment pace while exits have ticked up as the company’s portfolio matures. More graphs and charts about their industry and geographic strategy than you’ll know what to do with.

 

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Quotable & Notable

We’re the most trusted source for VC and startup data by the media (seriously).

And it’s always good to see how our data intersects with larger stories our media friends are working on. Here are a couple that recently caught our eye.

Connie Loizos of TechCrunch highlights how startup employees are wising up.

“This week, a Bay Area founder was taken aback when an engineer being recruited by his startup asked for both its cap table and information regarding the liquidation preferences of its venture backers.”

Bloomberg’s Adam Satariano & Jing Cao discuss how fear is trumping greed for Valley VCs.

“While Silicon Valley heatedly debates whether technology valuations have risen to excessive levels, the investors who helped fuel the boom aren’t waiting for an answer. Venture capital firms are starting to take steps to protect themselves in the event of a downturn.”

Paul Mozur of The New York Times digs into Asia’s startup boom.

“Across Asia, investments in technology start-ups have escalated at the same swift pace and to the same heights as in the United States.”

Sarah Lacy of Pando says we need to stop talking about the sharing economy.

“Without Uber, the sharing economy would be an economy like Greece is an economy. You only have to look at the numbers to realize just how much the rest of the so-called “sharing economy” is left– comparatively– in the dust.”

The unicorn whisperers

Which investors are in the most unicorn companies and more importantly, which investors got into these companies earliest? Your daily dose of unicorn data is here.

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Venture capital investing stays hot

It’s a fine time to be a tech entrepreneure

Investors are funding companies at record pace, writing checks — big, big checks — to startups large and small that are creating everything from business software to cures for crippling diseases. A new report out this week shows that last quarter was the largest for venture capital investments in Silicon Valley since 2000 — an astonishing $9.1 billion — refuting, for the time being, any murmurs of a slowdown or inevitable market correction.

This market is hot, and appears to be staying hot.

“People are getting funded all the way up the food chain,” said Tom Ciccolella, U.S. venture capital leader for PricewaterhouseCoopers. “Any aspiring entrepreneurs looking for money, they seem to be getting funding.”

The Airbnb website is displayed on a laptop on April 21, 2014 in San Anselmo, California. San Francisco-based Airbnb raised $1.5 billion in the past

The Airbnb website is displayed on a laptop on April 21, 2014 in San Anselmo, California. San Francisco-based Airbnb raised $1.5 billion in the past quarter at a $25.5 billion valuation, making it the third-most-valued venture-backed company in the world, according to data from Dow Jones. (Justin Sullivan/Getty Images)

The only time investors doled out more cash was the second quarter of 2000, when companies raised $9.3 billion, according to The MoneyTree Report by PricewaterhouseCoopers and the National Venture Capital Association based on data from Thomson Reuters. Adjusted for inflation — which the report does not do — that’s about $13 billion.

The $9.1 billion raised represents a 50 percent increase over the first quarter this year and a 16 percent increase over the same three-month period a year ago.

Advertisement
 The eyebrow-raising amounts will likely amplify chatter about another tech bubble, but VCs show no sign of slowing their investment pace, always in search of the next Facebook and Uber. U.S. venture capital firms raised $10.3 billion during the second quarter this year to fund the next-generation of startups, the largest amount since 2007, according to a report out earlier this month by the National Venture Capital Association. And as long as there is money for the taking, entrepreneurs are quick to stick out their hand.

“The opportunities to disrupt and innovate only happen every so often, so you need to be there in force,” said Jeffrey Grabow, U.S. venture capital expert at consulting firm EY. “You can’t just wade in.”But, he added: “We’re definitely in an up cycle, and it could last for several quarters, but at some point it has to end. And that doesn’t necessarily have to be the end of the world.”

Much of the venture funding in the second quarter went to the usual suspects — hot companies with rapid growth and already-big valuations that have investors salivating, such as Lyft and Pinterest — but data show VCs are also writing checks in the mid-nine figures to newer and lesser-known Silicon Valley firms. Denali Therapeutics, a South San Francisco company researching treatments for neurodegenerative diseases, raised $217 million in May in its first funding round, according to MoneyTree. And Zenefits, a 2-year-old HR software provider based in San Francisco and widely considered the fastest-growing company of its kind, raised $500 million that same month.

“I think of this like a car — if you want to go really far, really fast, you’re going to burn a lot of gasoline,” said Parker Conrad, Zenefits CEO and co-founder.”So we made the mother of all pit stops to fill up on gasoline and beef jerky for the trip ahead.”

But even in a time of plenty, there are the occasional busts. On Friday, San Francisco-based Homejoy, a website to find professional cleaners, announced it would shut down at the end of the month. The startup had raised about $40 million from investors but had struggled to raise any new funding since 2013.

The involvement of hedge funds, private equity groups and sovereign wealth funds in what have traditionally been pure venture deals continues to drive up the price tag on funding rounds. And despite the dollar amount of funding going up, the number of deals has remained fairly steady — hovering between 300 and 400 each quarter in Silicon Valley for the past few years and averaging 1,093 a quarter nationally, according to MoneyTree. The result is that a handful of companies, most of which are approaching an initial-public offering, are receiving a disproportionate chunk of the money.

Nationally, the top eight deals received over one-third of the total investments for the quarter — $17.5 billion. Topping the list was San Francisco-based Airbnb, which raised $1.5 billion at a $25.5 billion valuation, making it the third-most-valued venture-backed company in the world, according to data from Dow Jones. And Jawbone, the wearables fitness tracking device company in San Francisco, raised $300 million at a $3.3 billion valuation.

“They are raising money because they can, and they have great growth plans,” Ciccolella said of the billion-dollar companies, also known as “unicorns.”

Many of these so-called unicorns are expected to soon become public companies. If they go public at a valuation lower than the valuation they received in the private market — which many think is inevitable, because the public markets won’t stomach, say, a $50 billion valuation for Uber — it’s possible these big funds will rethink their investing strategy and take their money elsewhere.

“There will be a time when not as much capital is available with as much apparent ease, and companies will have to deal with that,” Grabow said.

For some VC firms, the bigger rounds mean fewer investments — and bigger risks. When investing partner Tomasz Tunguz joined Redpoint Ventures in 2008, the average investment for the firm was about $3 million to $5 million, he said. Now, it’s $10 million.

“You’ve got half as many shots on goal,” he said. “You’ve got to be doubly sure.”

Contact Heather Somerville at 510-208-6413. Follow her at Twitter.com/heathersomervil.

Top Silicon Valley VC deals for Q2

Airbnb, $1.5 billion (San Francisco)Zenefits, $500 million (San Francisco)
DocuSign, $278 million (San Francisco)
Denali Therapeutics, $217 million (South San Francisco)
Aduro Biotech, $200 million (Berkeley)

 

eBay just lost the part of its company that was driving all its growth

On Friday, eBay and PayPal are splitting back into two separate companies. PayPal will begin trading on the Nasdaq under the ticker symbol PYPL, the same symbol it traded under before eBay bought it back in 2002.

So what are eBay’s prospects now? According to this chart based on eBay’s earnings reports, compiled for Business Insider by Statista, they’re pretty grim. eBay’s payments business — PayPal — has been responsible for most of eBay’s revenue growth since 2012, and it has been responsible for nearly all its revenue growth this year.

The values on this chart show the percentage of eBay’s annualized revenue growth that can be attributed to each segment. For example: In Q4 2014, eBay’s revenue grew by $396 million compared with Q4 2013. Of this $396 million, PayPal contributed $327 million, marketplaces contributed $33 million, and the enterprise division contributed $36 million. That means PayPal was responsible for 82% of eBay’s annualized revenue growth during this quarter, marketplaces for 8%, and enterprise for 9%.

eBay announced earlier this week that it was selling its enterprise business to a consortium led by the private-equity firm Permira for $925 million. That will leave eBay with only its marketplace business — which has shrunk for the past two quarters.

071715 cotdStatista

The Update to the Bidding Process for “EDGEhome/GreenEdge Technologies – Patent & Product Competitive Advantages ” and “Asset Purchase Agreement”

Further to Gerbsman Partners previous e-mails and sales letter of June & July, 2015, regarding the sale of certain assets of GreenEdge Technologies, Inc., (GreenEdge), GreenEdge has outlined below the “advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents.

I also attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of GreenEdge execute and deliver in connection with such transaction. The GreenEdge Assets have been previously supplied, as outlined in the GreenEdge sales letter.

Gerbsman Partners has been retained by GreenEdge Technologies, Inc. to solicit interest for the acquisition of all or substantially all of GreenEdge’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “GreenEdge Assets”).

Any and all the assets of GreenEdge will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of July 31, 2015., I would encourage all interested parties to have their counsel speak with Robert O’Connor, Esq. of Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 947 2099 office, 415 279 6579 cell roconnor@wsgr.com

 

“Advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents”
1) If you are a company with legacy/low tech products and you want to make smart products, you will be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents will give you offensive and defensive smart home/IoT IP opportunities
b.  EDGEhome’s mature iOS and Android user interface and cloud service give you a fast track to market with excellent usability and rich features
c.  EDGEhome’s wireless transceiver module allows you to quickly make almost any device smart
d.  If you make regular lighting / switch / outlet devices and you need smart devices, or if you want to go in this direction but you don’t have these devices, EDGEhome allows you to quickly and efficiently deliver them to market without developing them yourself
2) If you are a company that makes smart switches, lighting controls, and/or outlets, or you are a company that wants to develop these types of devices, you would be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents protect valuable use cases including electronic tamper-resistant outlets, dimmable outlets, and outlets that intelligently switch things off to save electricity. These provide a potential significant royalty generation opportunity, and significant defense against litigious competitors in the smart home / home automation / IoT marketplace.
b.  EDGEhome’s devices all measure electricity usage point-by-point and control individual outlet plugs individually, enabling energy monitoring and energy savings in a compact package
California Title 24 compliance for plug-load intelligent control provides powerful and valuable use cases for commercial, hotel, and industrial customers in California and beyond
c.  EDGEhome’s devices are designed to be low cost with high capability, giving you a potential cost advantage and opportunity for high gross margins
3) If you are a large, established home automation system provider, you will be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents provide offensive and defensive opportunities and potential royalties versus other established competitors in the home automation space, including historically litigious competitors. Patents protecting electronic tamper resistance for electrical outlets, dimmable outlets, and outlets that control plugs individually will be of particular interest.
b.  EDGEhome’s market-tested, complete, turnkey, electrician installed, cost-effective, and extensible smart home system gives you an instant mid-tier offering that opens up the mass market and base-feature opportunity in new homes, without cannibalizing your established brand.
c.  EDGEhome can easily inter-operate with your existing systems and devices.
d.  EDGEhome’s energy monitoring and point-by-point control gives you the opportunity to get demand-response revenue from electric utilities, revenue from big-data, and California Title-24 compliance required for businesses, hotels, and industrial buildings.
4) If you are an established consumer electronics manufacturer who has not yet delivered a smart home / IoT system, you will be interested in EDGEhome’s IP because:
a.  EDGEhome’s patents give you offensive and defensive smart home / IoT capabilities to slow competitor actions, to deliver unique capabilities, to defend yourself against smart home competitors with a larger patent portfolio, and to generate revenue from royalties
b.  EDGEhome’s turnkey, complete, easy to use, and extensible system can jump-start your entry into the smart home / smart building market without having to develop the system and devices yourself
c.  EDGEhome’s modular transceiver allows you to quickly integrate your devices into the system
d.  EDGEhome’s temperature, energy usage, and voltage/current waveform sensors enable powerful use cases of safety & security and convenience when coupled with your existing devices
5) If you are an existing smart device provider, and you want to deploy a system or want to add smart lighting and electrical devices to your portfolio, you will be interested in EDGEhome because:
a.  EDGEhome’s smart lighting controls, smart switches, and smart outlets allow you to quickly deploy a powerful, energy monitoring, extensible, desirable, and cost effective lighting/outlet system which puts powerful sensors in each device. With EDGEhome’s modular wireless protocol support, you can easily support your protocol in EDGEhome’s devices or use EDGEhome’s protocol
b.  EDGEhome’s patents give you offensive and defensive capabilities to protect unique competitive advantages including electronic tamper resistant outlets which provide tamper resistance required by the national electric code in a smaller and less expensive package than can be achieved through mechanical means, and allows your to provide one-of-a-kind capabilities like dimmable electrical outlets or smart control of devices plugged in out outlets.
c.  EDGEhome’s point-by-point control and real-time electrical monitoring capability in each device enable valuable and powerful consumer value propositions to satisfy California Title-24 for hotels and businesses, to enable revenue from electrical utilities for demand-response capability, and the opportunity for rebates from electrical utilities due to EDGEhome’s energy reduction capabilities.
d.  EDGEhome’s room temperature monitoring capability in every smart outlet and smart switch enable an in-building temperature profile and thermostat capabilities which are unmatched by any competitors.
6) If you are a smart thermostat provider, or you are a legacy thermostat provider who wants to create a smart thermostat offering, you will be interested in EDGEhome’s IP because:
a.  EDGEhome’s smart outlets and switches each monitor room temperature in real-time, throughout a house or building. This enables thermostat and climate control capabilities which are unmatched by any competitor.
b.  EDGEhome’s patents include a pending patent that allows distributed temperature sensors to be used along with a temperature-compensation routine that subtracts out self-generated device heat to provide accurate temperature profile throughout a building.
c.  EDGEhome’s turnkey, easy to use, and extensible system and user interface was designed to support low cost, powerful, and intuitive temperature reporting and thermostat capability that can be linked with lighting and electrical control. This along with EDGEhome’s secure, modular, and low cost wireless protocol allows you to quickly deploy a smart thermostat to the market quickly and efficiently.
The Bidding Process for Interested Buyer

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Green Edge Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Green Edge, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Green Edge and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Green Edge Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, July 31, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Green Edge office, located at 15333 Avenue of Science, Suite 110, San Diego, CA 92128. Please also email steve@gerbsmanpartners.comwith any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Green Edge’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

Green Edge reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Green Edge will require the successful bidder to close within a 7 day period. Any or all of the assets of Green Edge will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Green Edge Assets shall be the sole responsibility of the successful bidder and shall be paid Green Edge at the closing of each transaction. For additional information, please see below and/or contact:

For additional information, please see below and/or contact:

Steven R. Gerbsman
Gerbsman Partners
(415) 456- 0628
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

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