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Archive for May, 2013

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Canada pitches startups with lower taxes, instant residency

Canada’s new immigration-centric pitch to Silicon Valley’s many foreign-born entrepreneurs.

Economic Development Reporter- Silicon Valley Business Journal

Canada is pitching Silicon Valley entrepreneurs on northern migration.

The gist: Easier access to visas for foreign-born entrepreneurs, a growing base of engineering talent, R&D tax credits and lower corporate taxes.

Low-tax U.S. states like Arizona, Nevada and Washington have pitched financial incentives to Silicon Valley companies mulling a move for years (read more about some recent attempts here). But Canada has a leg up on one issue near and dear to many in the Valley tech community – a new Start-Up Visa Program offering permanent residency to foreign entrepreneurs, who often encounter U.S. immigration obstacles when coming to the Valley.

Jason Kenney, Canada’s Minister of Citizenship, Immigration and Multiculturalism, was in Silicon Valley over the weekend to attend the entrepreneurship conference TieCon in Santa Clara. Kenney also spoke at a Silicon Valley Business Journal event on Monday, “Start-up Visa and Doing Business in Canada.”

“We know that there are tens of thousands of brilliant young international workers, typically in the stem industries…who cannot get their immigration status figured out,” Kenney said Monday. “We are prepared to take a risk on risk-takers.”

Kenney jokingly referenced the incongruity with Canada’s reputation for polite conservatism when explaining the play for Silicon Valley entrepreneurs: “I apologize for being uncharacteristically aggressive,” he quipped.

The country recently took out a local billboard ad emblazoned with a slogan highlighting Silicon Valley companies’ difficulty obtaining employer-sponsored H-1B visas. The billboard reads “H-1B problems? Pivot to Canada.”

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NVCA: VCs Talk Accelerator Bubbles, Accelerator Success

By Lora Kolodny

Brad Feld

Gathering at the National Venture Capital Association’s VentureScape conference this week, venture and corporate investors met with executives leading top startup accelerators in a crowded session to discuss the health of the “startup ecosystem.”

Two main questions on venture investors’ minds: “How do we know if accelerators are succeeding?”  And: “Are we in an accelerator bubble?”

The managing director of Foundry Group and TechStars co-founder Brad Feld said he thinks there is no “accelerator bubble.” In fact, he wants to see an accelerator established in every town with a population of at least 100,000 in the U.S., to foster a healthy, local and national economy.

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San Francisco, May, 2013
The Advantages of a “Date-Certain M&A Process” over an “Assignment for the Benefit of Creditors – ABC”
Apart from a formal bankruptcy (Chapter 7 or Chapter 11) there are two basic approaches to maximizing enterprise value for under-performing and/or under-capitalized technology, life science and medical device companies and their Intellectual Property: a “date-certain” M&A process and an assignment for the benefit of creditors (ABC).

Both of these processes have significant advantages over a formal bankruptcy in terms of speed, cost and flexibility. Gerbsman Partners’ experience in utilizing a “date certain” M&A process has resulted in numerous transactions that have maximized value anywhere from 2-4 times what a normal M&A process would have generated for distressed asset(s). With a date-certain M&A process, the company’s board of directors hires a crisis management/ private investment banking firm (“advisor”) to wind down business operations in an orderly fashion and maximize value of the IP and tangible assets.

The advisor works with the board and corporate management to:

1.  Focus on the control, preservation and forecasting of CASH.
2.  Develop a strategy/action plan and presentation to maximize value of the assets. Including drafting sales materials, preparing information Ïdue diligence war-roomÓ, assembling a list of all possible interested buyers for the IP and assets of the company and identifying and retaining key employees on a go-forward basis.
3.  Stabilize and provide leadership, motivation and morale to all employees,
4.  Communicate with the Board of Directors, senior management, senior lender, creditors, vendors and all stakeholders in interest.
The company’s attorney prepares very simple “as is, where is” asset-sale documents. (“as is, where is- no reps or warranties” agreements is very important as the board of directors, officers and investors typically do not want any additional exposure on the deal). The advisor then contacts and follows-up systematically with all potentially interested parties (to include customers, competitors, strategic partners, vendors and a proprietary distribution list of equity investors) and coordinates their interactions with company personnel, including arranging on-site visits.

Typical terms for a date certain M&A asset sale include no representations and warranties, a sales date typically three to four weeks from the point that sale materials are ready for distribution (based on available CASH), a significant cash deposit in the $100,000 range to bid and a strong preference for cash consideration and the ability to close the deal in 7 business days. Date certain M&A terms can be varied to suit needs unique to a given situation or corporation. For example, the board of directors may choose not to accept any bid or to allow parties to re-bid if there are multiple competitive bids and/or to accept an early bid.

The typical workflow timeline, from hiring an advisor to transaction close and receipt of consideration is four to six weeks, although such timing may be extended if circumstances warrant. Once the consideration is received, the restructuring/insolvency attorney then distributes the consideration to creditors and shareholders (if there is sufficient consideration to satisfy creditors) and takes all necessary steps to wind down the remaining corporate shell, typically with the CFO, including issuing W-2 and 1099 forms, filing final tax returns, shutting down a 401K program and dissolving the corporation etc.

The advantages of this approach include the following:

Speed – The entire process for a date certain M&A process can be concluded in 3 to 6 weeks. Creditors and investors receive their money quickly. The negative public relations impact on investors and board members of a drawn-out process is eliminated. If circumstances require, this timeline can be reduced to as little as two weeks, although a highly abbreviated response time will often impact the final value received during the asset auction.

Reduced Cash Requirements – Given the date certain M&A process compressed turnaround time, there is a significantly reduced requirement for investors to provide cash to support the company during such a process.

Value Maximized – A company in wind-down mode is a rapidly depreciating asset, with management, technical team, customer and creditor relations increasingly strained by fear, uncertainty and doubt. A quick process minimizes this strain and preserves enterprise value. In addition, the fact that an auction will occur on a specified date usually brings all truly interested and qualified parties to the table and quickly flushes out the tire-kickers. In our experience, this process tends to maximize the final value received.

Cost – Advisor fees consist of a retainer plus 10% or an agreed percentage of the sale proceeds. Legal fees are also minimized by the extremely simple deal terms. Fees, therefore, do not consume the entire value received for corporate assets.

Control – At all times, the board of directors retains complete control over the process. For example, the board of directors can modify the auction terms or even discontinue the auction at any point, thus preserving all options for as long as possible.

Public Relations – As the sale process is private, there is no public disclosure. Once closed, the transaction can be portrayed as a sale of the company with all sales terms kept confidential. Thus, for investors, the company can be listed in their portfolio as sold, not as having gone out of business.

Clean Exit – As the sale process is private, there is no public disclosure. Once closed, the transaction can be portrayed as a sale of the company with all sales terms kept confidential. Thus, for investors, the company can be listed in their portfolio as sold, not as having gone out of business.

To this end the insolvency counsel then takes the lead on all orderly shutdown items. In an assignment for the benefit of creditors (ABC), the company (assignor) enters into a contract whereby it transfers all rights, titles, interests, custody and control of all assets to an independent third-party trustee (assignee). The Assignee acts as a fiduciary for the creditors by liquidating all assets and then distributing the proceeds to the creditors. We feel that an ABC is most appropriate in a situation with one or more highly contentious creditors, as it tends to insulate a board of directors from the process. Nevertheless, we have found that most creditors are rational and will support a quick process designed to maximize the value that they receive. A good advisor will manage relationships with creditors and can often successfully convince them that a non-ABC process is more to their advantage. Apart from its one advantage of insulating the board of directors from the process, an ABC has a number of significant disadvantages, including:

Longer Time to Cash – Creditors and investors will not receive proceeds for at least 7 months (more quickly than in a bankruptcy but far slower than with a “date-certain” auction).

Higher Cost – Ultimately, ABCs tend to be more expensive than a date-certain© auction. It is not uncommon for the entire value received from the sale of company assets to be consumed by fees and/or a transaction for maximizing value may not be consummated in a timely fashion.

Loss of Control – Once the assets are assigned to the independent third-party trustee, the board of directors has no further control over the process. It cannot modify the process in any way or discontinue the process. Thus, it is not possible to explore multiple options in parallel.

Higher Public Relations Profile – The longer time frame for the ABC process and the more formal (and public) legal nature of an ABC make it more difficult to put a positive spin on the final outcome.

Messy Exit – Most independent third-party trustees do not perform the services of cleanly shutting down the remaining corporate shell. Thus, investors must either pay another party to do this job or leave it undone, resulting in increased liability.

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 84 months, Gerbsman Partners has been involved in maximizing value for 76 technology, medical device, life science and solar 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, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

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

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Email: Steve@GerbsmanPartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: http://blog.gerbsmanpartners.com

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They say all revolutions start out small. Jack Dorsey’s Square is no different.

It started off with a modest card reader, turned into a little app and now the company has developed and launched Square Stand, a point of sale system that reinvents the idea of cash register with help from Apple’s iPad and Square’s software, allowing the San Francisco-based company to further spread its wings in the payments business. And if there were any doubts that the company was going after payments incumbents such as NCR and Verifone, Square Stand puts it to an end.

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The company announced the Square Stand at an event in a coffee shop near its offices this morning. Square Stand, simply put, is a point of sale system that allows merchants (big and small) to plug in their iPads (2 or 3, but not the 4th generation) into a stand that comes with a swivel base (so they can turn it around for you to sign for your purchase), a credit card reader and a USB hub that can in turn allow merchants to plug in everything from a scanner to a printer (for printing receipts), a cash register (the Square Stand doesn’t hold cash, just works with other devices) and even the backend ordering system into the stand. In February this year, Square introduced its Business-in-a-Box package, but this is a much simpler and is targeted at larger establishments including restaurants.

When asked why the company was making the initial device with support for only the iPad 2 and iPad 3, Dorsey pointed out that a majority of their customers were using these two devices and as a result they had to make sure they provided the biggest support. The support for iPad 4 (the newest model available, sold as just “iPad”) will come in subsequent models. The company had launched Square Register for iPad app in March 2012 and has made subsequent upgrades to the app.

Sexy cash registers?

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“We have taken something that is ugly and mechanical and made it look like a consumer product that is very sexy,” said Dorsey, chief executive of the four-year-old Square, which is based in San Francisco and has raised $340 million in funding from the likes of Khosla Ventures, Citi Ventures, Starbucks, Visa and Chase. The company is part of a growing number of players including eBay and GroupOn that are looking to reinvent the offline retail business.

Square showed off its grander ambitions when it hinted at its desire to take on the likes of Foursquare and Yelp. Square said that as of today it is processing over $15 billion in payments on an annualized basis, excluding Starbucks, up from processing $5 billion on annualized basis a year ago.

Weighing in at about five pounds, the stunningly beautiful device is pristine white and is made of moulded plastic. The USB and other accessories (called the Toolkit) are perfectly matched to the stand. It will used by 13 merchants in 30 locations. The package is going to cost $299 and and is available for pre-order.

When I first saw the Square Stand, it elicited an involuntary gasp. From packaging to the final product, it is something one would expect from the Apple dream factory; but in saying so, I don’t do justice to Dorsey and his design team. While there are many companies who are following the Apple aesthetic, to me Square Stand represents a perfect harmony of hardware, software and service. (For more on beautiful design of connected devices make sure to check out our RoadMap event in November in San Francisco; to get early access to tickets that will go on sale this Summer go here).

Digital receipts and mobile payments are the way of the future, but Square also recognizes that people pay with cash and credit cards, the company said at the press conference Tuesday morning. The support for third party peripherals will make this into an ecosystem. It will be on sale in July at Best Buy and other retailers.

Do small merchants care enought about how their point-of-sale devices look and will they spend money to replace their existing systems? “More important than how it looks is how it works. It is about making it work simply,” Dorsey said Tuesday.

Completing the sale

The Stand has been under development at Square for quite sometime. Dorsey said that reinventing the register and rethinking the whole retail experience has been part of company’s thinking from its earliest days. If the Square’s original card reader made it possible for mom-and-pop businesses to access the credit card payment infrastructure, with the launch of this device, Square can start to look at tapping into the big brick-and-mortar commerce ecosystem.

“Whenever people got Square (Register) on iPad, the first thing they needed was a stand. So we made one, and one that works seamlessly in a way that allows merchants to move people through the queue really quickly,” Dorsey said. “We wanted to build hardware that was high quality.” The speed of processing payments has been a key driving force behind the design of this device, Dorsey explained.

Square is one of the handful of companies that understands that there is a lot of money to be made in building this new kind of retail system. And it might have started out small, but now it doesn’t have much choice to get real big, real fast. After all it has to live up to is massive $3.25 billion valuation.

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Microsoft Steps Up Its Israel Accelerator

By Deborah Gage

Microsoft

Microsoft’s accelerator in Israel.

Microsoft this month is introducing the newest graduates of its Israeli Windows Azure accelerator to the U.S. as the startups embark on a U.S. tour seeking prospective investors and customers. Microsoft started the accelerator last year as part of a broad corporate effort to re-ignite interest in its software, which includes the Azure cloud platform. Startups don’t have to use Azure to get accepted.

Israel lately has been a startup machine, with Israeli army veterans using the technical skills they’ve learned in the military to launch companies alongside their friends, and admission to the accelerator is getting more competitive–the company reports 300 applicants for 13 places this time, compared to 100 applicants for 11 places last year.

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