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Archive for February, 2009

“Startup valuations are falling and venture capitalists are driving harder bargains, according to a survey by California law firm Fenwick & West.

Like the rest of the economy, the world of venture capital and startups is starting to feel more pain from the deepening global financial crisis. That’s the main takeaway from a new survey detailing trends in venture capital investments during the fourth quarter of 2008 by the California law firm Fenwick & West.

The survey, which analyzed the terms of venture deals for 128 companies headquartered in the San Francisco Bay Area, found that valuations are falling for startups and that venture capitalists are driving harder bargains. The silver lining: The fallout so far is not nearly as bad as it was during the dot-com bust, when hundreds of companies went under and stratospheric valuations came crashing down to earth.

Down Rounds on the Rise

Sure, there were some startups last quarter that secured a higher value on their latest investment round, such as online vacation rental site HomeAway. But, of the 128 companies that received financing, 33% of them experienced so-called down rounds, or an investment that placed a lower valuation on the company than it received in the previous round of investment. More ominous, the percentage of down rounds rose every month at year’s end, hitting 45% in December. “Each month things got worse in the fourth quarter,” says Barry Kramer, the Fenwick & West partner who runs the survey. The highest percentage of down rounds occurred in the first quarter of 2003, when 73% of the companies surveyed by Fenwick & West suffered down rounds.”

Read the full article by Spencer E. Ante here
Other comments on this piece can be found here: World Tech News, The Livermore report, Silobreaker,

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Here is a good analysis of a former collegue of mine, Tim Oren. To read the full article, please click here.

Gresham’s Law hasn’t been repealed, but it’s taking on new forms in Washington these days.

Having put ‘bad’ money – printed by fiat or ‘secured’ by loans against taxpayers yet unborn – into the banking system in the first round of bailouts, the Feds now presume to rewrite not only future but existing loans. The consequences were on exhibit in Washington last week as financial genius Barney Frank and other politicians “…managed to demand more loans for consumers while simultaneously giving lenders new cause to wonder if they’ll ever be repaid.” They and other congress critters want to make it legal for bankruptcy judges to forcibly abrogate the terms of existing mortgages.

As pointed out in this WSJ article, most of the lending side of the credit market does not come from banks: “Most investors who lend in these markets are not recipients of financial bailout money, so Congress can’t simply browbeat them into making another big bet on the American consumer. ” These lenders have ‘good’ money that is still subject to the reality check of the market, rather than political exigency. But a move to retroactively rewrite credit contracts by government fiat will affect them as well. The result?

First, to make the world of collateralized mortgage debt tremble once again. While the consequences of foreclosures fall on the junior tranches of packaged debt – now mostly written off – in many case the results of forcible, retroactive modification of a contract’s conditions would fall pro rata across all tranches, causing the value of those that are still standing to slide as well. Yet more fear to hang over new as well as existing mortgage backed securities.”

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Steven R. Gerbsman, Principal of Gerbsman Partners, announced today that Gerbsman Partners successfully terminated the executory real estate contract for a US based life science company.

The publically held company, executed a lease for 54,000 square feet of space in San Mateo, California. Due to market conditions and the need to raise additional capital, the company made a strategic decision to reduce its corporate space allocation. Faced with a potential contingent liability in excess of $ 15.5 million, the company retained Gerbsman Partners to assist them in the termination of the executory real estate contract.

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. In the past 60 months, Gerbsman Partners has been involved in maximizing value for 51 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $770 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.2 billion of financings, restructurings and M&A transactions.

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

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Conventional Valley wisdom have been that free is good. In terms of Android, this is the case – free is good! But, once you start to compare it to iPhone, some essential questions come up.

I recently finished a iPhone project with a company out of Sweden, Resolution Interactive. My task was to reshape the business model from traditional PC- online to something fruitful. Coming into to the company early last spring, the finances was well below bad, the team was in dissaray, and the revenues where nill. When iPhone developer program then came available in mid april, we saw the chance and made a jump for it. Although pretty messy to begin with, Apple continued to publish supporting materials, reached out with a network of visionaries and helped us go through the ups and downs of discovering a new market, new business model and new way of marketing.

When we in mid October release the first game – Clusterball Arcade – we received som good reviews and quickly went for title nr. two – AquaMoto Racing. Succesful in my mission, I was able to create a new businessmodel and find a new market for a struggling game company – this with the help of Apple and iPhone.

So, the release of Android from Google, the OVI initiatives from Nokia etc. are all good, but I wonder if they really will be able to provide the multitude of support that Apple was able to provide to me. Also, the unified developer environment (Xcode), the one device, clean business model and pre-existing audience to market too makes it very hard to understand how anyone will be able to compete with Apple on this market segment.

Mark Sigal just posted a excellent article at GigaOm. His analysis below summed this up very clear to me:

“The reality is that openness is just an attribute -– it’s not an outcome, and customers buy outcomes. They want the entire solution and they want it to work predictability. Only a tiny minority actually cares about how or why it works. It’s little wonder, then, that the two device families that have won the hearts, minds and pocketbooks of consumers, developers and service providers alike (i.e., BlackBerry and iPhone) are the most deeply integrated from a hardware, software and service layer perspective.”

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An article written by Uwe E. Reinhardt by way of NY times.

“In my previous two posts, I explored what insights might be had from economists on the compensation of American corporate executives. I concluded “not many,” besides theoretical demand-and-supply models based on questionable assumptions.

The decision makers on the demand side of these models are corporate boards elected, in theory, by shareholders. Economists tacitly assume that in their decisions the boards act as faithful representatives of the shareholders. Thus, they are assumed to bargain on behalf of shareholders with management over the compensation of the C.E.O. and other top executives, and to do so in genuinely arms-length negotiations.

In these negotiations, the boards are assumed to structure the compensation of executives so that the economic incentives facing management will be aligned with those of shareholders — an ideal called “optimal contracting” between the principal (shareholders, as represented by the board) and the agent (the executives hired to manage the shareholders’ firm) in this vision of corporate governance.

The question is how well this felicitous principal-agent model of corporate governance conforms to reality.

In their well-researched and cogently argued “Pay Without Performance: The Unfulfilled Promise of Executive Compensation” (Harvard University Press, 2004), Lucian A. Bebchuk and Jesse M. Fried, Harvard and Berkeley law professors, respectively, and experts on corporate governance, take straight aim at the economists’ model. Anyone interested in this topic could not do better than reading this widely praised book, along with the economist Michael S. Weisbach’s thoughtful review of it, published in the Journal of Economic Literature. ”

The whole article can be found at NY Times here.

Also, please see others analysis here: Proxydemocracy, MacIlree,

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Gerbsman Partners has been retained by Emphasys Medical, Inc. to solicit interest for the acquisition of all, or substantially all, Emphasys Medical Inc.’s (“Emphasys”)  assets.

Emphasys Medical Company Profile

Founded in 2000, Emphasys is a private, California-based, revenue stage medical device company. Over the past 8 ½ years, the Emphasys has raised approximately $90mm in equity and debt from leading venture capital firms including ABS Ventures, Advanced Technology Ventures, Morgenthaler Ventures, SplitRock Ventures, OrbiMed Advisors, Morgan Stanley Venture Fund, Cargill Ventures, and Western Technology Investment.

Emphasys is a leader in developing innovative, therapeutic devices to treat advanced heterogeneous emphysema. Emphasys’  Zephyr EBV provides therapy for patients whose lungs are hyperinflated due to emphysematous destruction. By reducing the amount of trapped gas in the hyperinflated regions of the lungs, the devices restore the elastic recoil of the lung, therefore improving overall lung function.

Emphasys Medical’s Assets

Emphasys has developed a portfolio of assets critical to the bronchoscopic treatment of emphysema with endobronchial valves.
These assets fall into a variety of categories, including: Patents, Patent Applications and Trademarks

  • Prospective, Randomized Patient Data Set for Treating Heterogeneous Emphysema
  • Prospective, Registry Patient Data Set for Treating Persistent Air Leaks
  • Bronchoscopic Valve Technology and Product Inventory
  • Manufacturing, Design and Calibration Equipment
  • CE Mark for the Zephyr EBV
  • International Revenue
  • Intellectual Capital and Expertise

The assets of Emphasys will be sold in whole or in part (collectively, the “Emphasys Medical Assets”) on an ” as is, where is basis, with no reps and warrtanties whatsoever” and must close in 7 days.  The sale of these assets is being conducted with the cooperation of Emphasys. Emphasys and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Emphasys should not be contacted directly without the prior consent of Gerbsman Partners.

For more information, please contact:

Steven R. Gerbsman

(415) 456-0628

steve@gerbsmanpartners.com

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(Bloomberg) — The stimulus package the U.S. Congress is completing would raise the government’s commitment to solving the financial crisis to $9.7 trillion, enough to pay off more than 90 percent of the nation’s home mortgages.

The Federal Reserve, Treasury Department and Federal Deposit Insurance Corporation have lent or spent almost $3 trillion over the past two years and pledged up to $5.7 trillion more. The Senate is to vote this week on an economic-stimulus measure of at least $780 billion. It would need to be reconciled with an $819 billion plan the House approved last month.

Only the stimulus bill to be approved this week, the $700 billion Troubled Asset Relief Program passed four months ago and $168 billion in tax cuts and rebates enacted in 2008 have been voted on by lawmakers. The remaining $8 trillion is in lending programs and guarantees, almost all under the Fed and FDIC. Recipients’ names have not been disclosed.

“We’ve seen money go out the back door of this government unlike any time in the history of our country,” Senator Byron Dorgan, a North Dakota Democrat, said on the Senate floor Feb. 3. “Nobody knows what went out of the Federal Reserve Board, to whom and for what purpose. How much from the FDIC? How much from TARP? When? Why?”

For more information on this topic, please visit: Bloomberg, TARP, Howard Lindzon blog, Brookings, Money Morning.

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