Archive for August, 2009

Here is an intresting article from Money morning.

“Goldman Sachs Group Inc.’s (NYSE: GS) initial public offerings (IPO) guru Tom Tuft has joined Bruce Wasserstein’s Lazard Ltd. (NYSE: LAZ) as chairman of Global Capital Markets Advisory and vice-chairman of its U.S. investment banking, in what could be a sign that the market for IPOs is thawing.

Tuft, a 33-year Goldman vet who co-founded its equity capital markets business in 1985 and became its chairman in 2004, was involved in several high-profile IPOs, including those of The Estee Lauder Companies Inc. (NYSE: EL) and RJR Nabisco Inc. He also advised Lazard on its own IPO in 2005.

A slowdown in mergers and acquisitions has prompted Lazard to expand its equity capital markets and restructuring operations, working on nine of the top 10 bankruptcies this year, Bloomberg News reported. Capital raised by IPOs in the first half of this year was $11.4 billion, down 85% from the same period last year according to data compiled by Bloomberg.

“There is demand for companies to come public,” David Menlow, president of IPOFinancial.com told Bloomberg. “The fact that we haven’t seen that many is not an indication that companies are not out there ready to come public.”

The article continues.

The “Silicon Valley Six”

“An informal poll of venture capitalists and others conducted by Reuters yielded six successful companies with revenue of $100 million or more in Silicon Valley that are ripe for acquisition or an IPO, excluding social networking sensations Facebook Inc. and Twitter Inc. The news service dubbed the companies the “Silicon Valley Six,” which were chosen out of 34 citied in sectors ranging from alternative energy to video games.

The top four companies found were social network LinkedIn Corp., solar panel maker Solyndra Inc., smart grid company Silver Spring Networks and Zynga Inc., which develops games that run on social networks like Facebook or New Corp.’s (NYSE: NWS) MySpace.

The other two are Guidewire, which develops software for property and casualty companies, and LiveOps, which operates call centers from contractors that work from their homes.

“They are exciting because they…demonstrate what is possible with venture capital,” Sharon Wienbar, managing director of Scale Venture Partners told Reuters. “These are companies that have proven a new, attractive business model that works big in spaces.”

Venture capitalists’ rule of thumb for declaring a company ripe for an IPO is that a company must have  $100 million in sales and have a capitalization of about $1 billion in order to have enough money to meet the reporting structures of the Sarbanes-Oxley act.

“The market is in the early stages of being back,” LiveOps Chief Executive Officer Maynard Webb said. “The market is ripe and open today for great companies.”

While not mentioned in Reuters’ “Silicon Valley Six,” one private company that’s making waves in Silicon Valley is PopCap Games Inc., which publishes and develops easy-to-play, accessible “casual” video games.”

Read the full article here.

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Gerbsman Partners has been retained by XTENT, Inc. to solicit interest for the acquisition of all, or substantially all, the assets of XTENT, Inc. (“XTENT”).  The Sale of XTENT’s assets is being conducted pursuant to a Plan of Complete Liquidation and Dissolution which was approved by XTENT’s board of directors on May 11, 2009 and by its stockholders on August 3, 2009 (“Plan of Dissolution”).

The information in this memorandum does not constitute in whole or in part an offer or a contract.

The information contained in this memorandum relating to XTENT’s Assets has been supplied by XTENT. It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by XTENT, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through such independent investigations as they or their legal and financial advisors see fit.

XTENT, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of XTENT’s or Gerbsman Partners’ negligence or otherwise.

It is expected that any sale of the XTENT Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of XTENT or Gerbsman Partners. Without limiting the generality of the foregoing, XTENT and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the XTENT Assets and any portions thereof, including, but not limited to, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

Headquartered in Menlo Park, California, XTENT, Inc. is a medical device company focused on developing and commercializing innovative customizable drug eluting stent systems for the treatment of cardiovascular artery disease.

XTENT believes its assets are attractive for a number of reasons:

XTENT’s Custom NX® drug eluting stent systems are CE Marked and represent:
– the first customizable stent system ever approved for sale
– the longest coronary stent system ever approved for sale
– the first approved stent system to allow treatment of multiple lesions using one catheter
– the first approved stent system to incorporate a post-dilatation feature into the delivery catheter.

Post dilatation is the use of a balloon to further expand a section of a stent after it has been deployed in order to better position that section of the stent against the blood vessel walls.  Other stent systems require the insertion of a separate balloon in order to post-dilatate.

XTENT’s Custom NX drug eluting stent systems received a conditional IDE (Investigational Device Exemption) from the United States Food and Drug Administration.

XTENT’s Intellectual Property includes 31 issued US patents, 57 pending US patent applications, 11 granted international patents and 99 international pending patent applications related to custom-length stent deployment, stent structure, drug eluting balloons and bioabsorbable medical implants.

Custom NX is a differentiated stent and delivery technology
– The ability to tailor the stent to the lesion is unique to XTENT and may offer significant clinical benefits
– XTENT’s segmented stent design allows for improved deliverability, flexibility and conformability
– Treatment of multiple lesions and balloon post-dilatation with a single catheter
– Treatment of long lesions up to 60mm in 6mm increments without the need to overlap
– Compelling clinical data from 248 patients in the CUSTOM I/II/III and PK trials with long term follow-up
– An existing license agreement with Biosensors for Biolimus A9 (BA-9)
– Reduce the number of SKU’s required to stock the cath lab from approximately 50 per company, down to 3

Large and well established drug eluting stent market
– Existing greater than $4.0 billion and growing worldwide drug-eluting stent market
– Existing reimbursement
– Physician base known for rapid adoption of new technologies that provide improved safety/efficacy and/or greater efficiency

Peripheral Stent: XTENT’s peripheral stent technology is a modular customizable nitinol self expanding stent which consists of a series of stent segments. These segments allow the user to customize the length of stent for the lesion treated by controlling the number of discrete segments to be deployed in situ up to 200+mm.

Bioabsorbable Stent: XTENT’s bioabsorbable stent technology has a unique method involving the integration of thermally controlled nanoparticles into the polymer of the stent. Once activated by light, the nanoparticles temporarily allow the stent to become compliant in order to allow for its expansion.

Drug Eluting Balloon: XTENT’s custom stent IP and technology can be applied to a customizable drug eluting balloon system which may offer significant potential benefits versus fixed length drug eluting balloons.  First, XTENT’s sheath protected delivery system protects the balloon’s drug coating as it is delivered to the target lesion. Second, the ability to customize the length and diameter of the stent while in the patient’s artery may reduce the incidence of geographic miss.

XTENT Company Profile

XTENT was founded in 2002 and completed its initial public offering in 2007 raising net proceeds of $68.2 million.  Prior to its IPO, XTENT raised approximately $75 million through private placements of its convertible preferred stock involving leading venture capital firms including Morgenthaler Ventures, Advanced Technology Ventures and Split Rock Partners.

XTENT is a developer of innovative customizable drug eluting stent systems for the treatment of cardiovascular disease. The XTENT® platforms have been designed for use in the heart to treat coronary artery disease, or CAD, and for use outside the heart to treat peripheral vascular disease, or PVD.  The XTENT Custom NX drug eluting stent, or DES, system is the only stent system designed to offer personalized care to today’s CAD patients, and to benefit those delivering their care by improving efficacy and efficiency while reducing costs.

XTENT’s drug eluting stent systems are the only stent systems designed to enable physicians to customize both the length and diameter of the stent at the site of the diseased section of the artery, or lesion.  In addition, XTENT’s stent systems are designed to treat single, multiple, or long lesions with one device, whereas the current generation of drug eluting stents would require multiple stents, multiple balloons and catheter exchanges.

Impact of Technology on the Market
XTENT believes that its customizable stent technology offers advantages over currently marketed fixed length drug eluting stents.
– The Custom NX is coated with a formulation of BA-9 and PLA. BA-9 is the first drug that was developed specifically for the treatment of cardiovascular disease to receive an Investigational Device Exemption from the FDA.  Additionally, PLA is a bioabsorbable material that the body ultimately absorbs over time as the artery heals.
– Using the Custom NX60 for long lesions avoids the need to overlap multiple shorter stents, potentially eliminating stent fracture and reducing inventory for the manufacturer and cath lab.
– Customizing stent length at the site of the lesion may allow for more accurate placement of stents.
– Custom NX is intended to provide faster procedures for physicians (both planning & execution) due to the ability to treat multiple lesions and perform post-dilatation with a single device and reduced exchanges.
– The average DES procedure uses 1.5 stents at an average cost of $2,000 per stent.  Custom NX offers possible cost savings by treating multiple lesions or long lesions with one device.  Potential additional cost savings may be realized by eliminating the need for a separate post-dilatation balloon.

XTENT’s Assets
XTENT has developed a portfolio of assets critical to the development and manufacture of customizable drug eluting stent systems. These assets fall into a variety of categories, including:

– Patents, Patent Applications and Trademarks
– CE Mark for Custom NX drug eluting stent systems
– Conditional Investigational Device Exemption for Custom NX drug eluting stent systems
– A license for Biolimus A-9 and bioabsorbable PLA coating from Biosensors
– Custom built equipment for manufacturing drug eluting stent systems
– Technology and intellectual property related to custom length peripheral stent systems
– Technology and intellectual property related to bioabsorbable stents
– Patient Data from 4 clinical trials involving 248 patients.

The assets of XTENT will be sold in whole or in part (collectively, the “XTENT Assets”). The sale of these assets is being conducted with the cooperation of XTENT.  XTENT and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, XTENT should not be contacted directly without the prior consent of Gerbsman Partners.

The Sale of the XTENT Assets is being conducted pursuant to the Plan of Dissolution.  As provided under the Plan of Dissolution, XTENT expects the sale of the XTENT Assets to be completed without any further vote or action by XTENT’s stockholders.

The Bidding Process for Interested Buyers

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 XTENT 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 XTENT, Gerbsman Partners, 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 neither XTENT nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes 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 XTENT Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, September 18, 2009 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at XTENT’ office, located at 125 Constitution Drive, Menlo Park, CA 94025. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached XTENT fixed asset list, Exhibit B attached, may not be complete and Bidders interested in the XTENT Assets must submit a separate bid for such assets. Be specific as to the assets desired. XTENT’s cash and accounts receivable are not being offered for bid as part of the XTENT Assets.

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 $200,000 (payable to XTENT, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them. XTENT reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

XTENT’s board of directors and its stockholders have previously approved a Plan of Complete Liquidation and Dissolution.  As a result, provided that the Bid conforms to the specifications outlined in this letter, the sale of XTENT’s assets will not require any additional approval of, or action by, the stockholders of XTENT.  XTENT will require the successful bidder to close within 7 business days.  Any or all of the assets of XTENT 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 XTENT Assets shall be the sole responsibility of the successful bidder and shall be paid to XTENT at the closing of each transaction.

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

Steven R. Gerbsman
(415) 456-0628

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Here is some upbeat news from BusinessWeek.

“After months of market turmoil, are investors finally ready for a slew of brand-new stocks?

The owners of some private companies think so. In early August, Hyatt Hotels & Resorts announced plans to raise about $1 billion through an initial public offering. There’s speculation that buyout giant Kohlberg Kravis Roberts is preparing retail chain Dollar General (DG) for a stock debut. Last month 12 companies filed with regulators to go public—the most since investment bank Lehman Brothers failed back in September 2008.

The conditions for IPOs have improved dramatically since the desolation of last winter. Stocks have rallied from their lows. And new companies are outperforming blue chips: The FTSE Renaissance Capital IPO Composite Index, which tracks the returns of IPOs, is up roughly 33% this year, vs. 7% for the Dow Jones industrial average. “Nobody’s pushing any dogs here,” says Gregg Slager of Ernst & Young’s private equity consulting group.

To be sure, the glory days aren’t back. The pipeline, though improving, isn’t bursting with new listings: At the peak of the boom, dozens of companies filed to go public each month. And obviously the businesses can’t raise $18 billion at a pop, as credit processor Visa (V) did with its offering in 2007. While the largest IPO of this year, Starwood Property Trust, raised the size of its offering from $500 million, it still raked in just $800 million in early August.

But the increased IPO activity may signal that the recession is easing—or at least that investors think the economy is on the mend. “There’s confidence in the market,” says Harris Smith, managing partner of private equity for Grant Thornton, a consulting firm. And “there’s pent-up demand for new, quality stocks.” After the dot-com bust, new stock offerings picked up just as the economy started to turn.


Private equity owners are the most active participants in the IPO markets nowadays. Of the 16 companies that have gone public this year, 8 are backed by buyout firms. And more IPOs are in the works. “There are a couple of companies that are definitely candidates [for going public],” Tony James, chief operations officer of Blackstone (BX), said in a recent earnings call. “If the markets hold up and continue the trend, you will see some IPOs from our portfolio.””

Read the full article here.

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Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty, Merle McCreery and Dennis Sholl, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a venture capital backed online marketing solutions company, specializing in lead generation and customer acquisition.

Gerbsman Partners provided Crisis Management leadership, facilitated the sale of the business unit, associated Intellectual Property and assets and recovered receivables. Due to market conditions, the senior lender and 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

  • Crisis Management and technology expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
  • Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a targeted and proprietary “Date Certain M&A Process”;
  • The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
  • The proven ability to “Drive” toward successful closure for all parties at 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 56 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 in 1980, 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, Alexandria, VA, San Francisco, Europe and Israel.

For additional information please visit www.gerbsmanpartners.com

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Here is some inside news from Digital Media Wire in regards to Spotify.

Palo Alto, Calif. – Spotify, the European ad-supported streaming music service preparing for a U.S. launch, has sold a 17.3% stake in the company for about $12.4 million to the four major record labels and independent label aggregator Merlin, TechCrunch reported.

The report cites an “unverified capitalization table” obtained from a filing in Luxembourg, where Spotify is based.

The obtained document shows that Sony BMG owns 5.8% of Spotify, compared with 4.8% for Universal Music; 3.8% for Warner Music; 1.9% for EMI; and 1% for Merlin.”

Read the full article  here.

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Here is an article from Globest.com in regards to possible IPO opportunities.

“LOS ANGELES-Earlier this summer, locally based Colony Financial Inc. filed a registration statement for a $500 million IPO. This organization, experts tell GlobeSt.com, is one of many REITs and opportunity funds that will tap the public markets for liquidity to buy distressed and other assets during the next 12 to 18 months.

Ernst & Young’s Howard Roth with the company’s New York City office points out the market hasn’t seen a flood of fund and REIT public offerings. Nor has Craig Silvers, who is president of Bricks & Mortar Capital, which operates on the other side of the country, in Los Angeles. But both agree that it’s coming.

“Right now, we’re seeing a raft of registrations for mortgage REITs,” Roth says. “During the past six weeks, we’ve seen close to 25 registrations. This is clearly a trend right now. And it’s clearly an avenue that sponsors believe they can take advantage of.”

“Registrations, of course, don’t necessarily mean automatic initial public offerings. Silvers points out that the opportunity funds are definitely being formed to buy distressed assets. Whether they go public or not is a different matter. But it’s becoming a viable alternative.”

In the real estate market earlier this year, a lot of private companies got into trouble,” Silvers says. “The private ones had to liquidate their assets and declare bankruptcy because they couldn’t raise private capital.” However, funds and REITs going public “can tap the public markets for cash whenever an acquisition opportunity comes up,” Silvers remarks.

Roth points out that the benefits of going public include better access to capital and stronger discipline when it comes to accounting, operations and management. Then there is the transparency issue in that investors would know what they’re getting into when they put their money in the stock.”

Read the full article here.

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Here is a good article from The Campaign Spot.

“Hmm. In June, the Bureau of Labor Statistics said the civilian labor force was 154,926,000 people.

In July, 796,000 of those were taken out of their definition of the workforce, and thus their unemployment calculations for this month, because they have stopped looking for work “because they believe no jobs are available for them.” Ten percent of the June workforce would be 15.4 million, 1 percent would be 1.5 million, and so 796,000 is roughly one half of one percent.

In other words, BLS took .5 percent of what you and I would consider unemployed and took them out of their total. And with that, unemployment went down one tenth of one percent.

Of course, if you take the July number of unemployed, 14.5 million, and add that 796,000 of discouraged workers, you get a total of 15,296,000.

In a work force of July’s number of 154,504,000, that’s an unemployment rate of 9.9 percent.

In a work force of June’s number of 154,926,000, that’s an unemployment rate of 9.8 percent.

UPDATE: Apparently we’re in the Economy of the Beast, with 6.66 million lost jobs over 19 months of contraction.

ANOTHER UPDATE: A few folks with serious reading-comprehension issues are interpreting this post as accusing the Bureau of Labor Statistics of “fudging” the unemployment numbers. No, BLS has always taken the “discouraged workers” out of their workforce pool, and I never suggested that they did not. It’s just that the number of them in this recession means the BLS definition of “unemployed” is working out in an extremely convenient manner for the Obama administration. Roughly 800,000 people who want jobs and can’t find any disappeared off the books.

The unemployment rate declined from month to month, even though the total number of Americans employed with a job decreased. If you don’t find that a signal that the happy headlines are misleading, I don’t know what else to tell you.”

Read the full article here.

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