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Archive for November, 2017

Terminating/Restructuring Prohibitive Real Estate, License, Payables & Contingent Liabilities

Gerbsman Partners has been involved with numerous national and international equity sponsors, senior/junior lenders, investment banks and equipment lessors in the restructuring or termination of various balance sheet issues for their technology, life science, medical device, cyber security, solar and cleantech portfolio companies.

These companies were not necessarily in crisis, but had cash (in some cases significant cash reserves) and/or investor groups that were about to provide additional funding. In order to stabilize their Go-Forward-Plan and maximize cash resources for future growth, there were specific needs to address Balance Sheet and Contingent Liability issues as soon as possible.

Some of these areas where Gerbsman Partners has assisted, these companies have been in the process of termination, restructuring and/or reduction of:

Prohibitive Executory Real Estate Leases, Computer and Hardware-related Leases and Senior/Sub-debt Obligations

Gerbsman Partners was the “innovator” in creating strategies to terminate or restructure prohibitive real estate leases and senior and sub-debt obligations.  To date, we have terminated or restructured $810 million of such obligations for private and public companies, and which has allowed them to return to financial viability.

Accounts/Trade Payable Obligations

Companies in a crisis, turnaround or restructuring situation typically have account and trade payable obligations that become prohibitive for the viability of the company on a go-forward-basis. Gerbsman Partners has successfully negotiated mutually beneficial restructurings that allowed all parties to maximize value based on the reality or practicality of the situation.

Software and Technology-related Licenses

As per the above, software and technology-related licenses need to be restructured/terminated in order for additional capital to be invested in restructured companies. Gerbsman Partners has a significant, successful track record in these areas.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 102 companies in a wide and diverse spectrum of industries. In the process, GP has successfully restructured/terminated over $810 million of real estate executor contracts and equipment lease/sub-debt obligations, and has assisted in over $2.3 billion of financings, restructurings and M&A transactions.

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


steve@gerbsmanpartners.com
http://www.gerbsmanpartners.com

 

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Thank you Eli Manning.  You have been an example of professionalism, leadership and integrity for 14 years.

I have been a life long NY Giants fan and have suffered through the challenging years and rejoiced through the good ones.  Eli, has been a shining light in both those times during his tenure as the Giants QB.

I am filled with great memories from my youth of Gifford, Rote, Tittle, Webster, Grier, Summerall, Huff, Connerly,Katcavage, Modzelewski, Robustelli, Lynch and the great Giant teams of the 80’s.

In the early 60’s, my fraternity brothers from AEPi and I had to go to the state of Connecticut to watch our Giants play.  These were great times and great memories.

Eli, you have given my buddies and I the same joy over the past 14 years.

Thank you.  You are a “class” act.

best

from a long time NY Giants fan

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Bitcoin is over $9,000

Well, it’s over $9,000.

Even as you recoup from attempting to explain Bitcoin to your family over the Thanksgiving dinner table, the value of the cryptocurrency is growing at an increasingly hefty pace. As of the time of this writing, the value of a single Bitcoin was above $9,143, climbing nearly 6 points in the past 24 hours.

At a certain point, news of clearing these incremental price hurdles are going to get old, but given the increasing speed in which Bitcoin prices are knocking through these barriers and hitting all-time-highs, it seems relevant to chronicle the march towards $10,000 at least.

The cryptocurrency currently has a market cap north of $152 billion.

via coinmarketcap.com

My colleague Fitz Tepper said the case for Bitcoin at $10k was pretty strong by year’s end when it hit $8,000 just six days ago, but at this rate perhaps its more relevant to wonder how close to $15k the cryptocurrency will get in 2017 before the rate of investment at least cools.

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50 startups that will boom in 2018, according to VCs

50 hot startups 2018BI Graphics

2018 is almost upon us and so it is once again time to predict which startups will take the tech industry by storm next year.

Who better to ask than the startup experts, the VCs that watch the industry, guide the startups, hear their pitches, and invest in them?

We reached out to a number of top VCs and asked them which startups will boom in 2018. We invited participation from investors from a variety of backgrounds and investing philosophies. This includes some of the top VCs in the Valley (Accel, Andreessen Horowitz, Battery Ventures, Bessemer, Greylock Ventures, Kleiner Perkins, Sequoia).

We included VCs of note who specialize in seed and early rounds (8VC, Bloomberg Beta, BBG Ventures — which backs startups with at least one female founder.) We also asked some top VCs from the startup nation Israel (JVC, OurCrowd) and VCs that have been known for picking hits (like IVP’s Somash Dash).

We asked them to name a company they’ve backed that’s on track to have a great 2018. After all, they believed in those companies so much they invested. But we also asked them to name another startup they think is cool that they don’t have any financial interest in.

As startup lovers, they gave us this list chock full of amazing up-and-comers creating tech for businesses, gamers, personalized health, robots, high-tech money, new forms of super computers, and even outer space.

http://www.businessinsider.com/50-startups-to-boom-in-2018-according-to-vcs-2017-11/#nauto-an-artificially-intelligent-dashcam-for-vehicles-1

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No turkeys in flock of best Bay Area venture returns of all time

By  –  TechFlash Editor, Silicon Valley Business Journal

“Returning the fund” is the phrase used in the venture world for investments whose returns cover all the bets a firm made from a particular fund.

But not all bets that “return the fund” are equal. In a week when Americans gather to thank their blessings, here is a CB Insights ranking of the 10 all-time best venture returns involving Bay Area-based companies.

The returns are based on how much was invested before a company’s IPO or sale, compared to its valuation at the time of the exit.

A few deals by Bay Area investors that returned the fund but involved companies that aren’t headquartered here have been left out.

That includes Groupon (NASDAQ:GRPN), which provided the third biggest venture return of all-time and was backed early by Accel Partners and New Enterprise Associates. It went public six years ago at a valuation of $12.7 billion after raising about $700 million in funding.

It also includes Snapchat parent Snap Inc., which was the fifth biggest return and was backed early by Lightspeed Venture Partners and Institutional Venture Partners. It went public this year at a valuation of about $33 billion after raising about $3.4 billion in funding.

In both those cases, however, the current market caps of those companies are a lot lower than they were on their Wall Street debuts — $3.1 billion for Groupon and $14.9 billion for Snap.

Let that be a reminder that it’s OK to push away from the feast before you overindulge.

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Advantages of ‘Date-Certain M&A Process over Standard M&A’

Every venture capital investor hopes that all his investment will succeed. The reality is, however, that a large percentage of venture investments eventually are shut down.

In the extreme they end in bankruptcy or assignment to creditors. The majority falls into the category of the “living dead.” Such companies are not complete failures, but their prospects do not justify continued investment, yet they are rarely shut down quickly.

Once reality has been recognized, most investors engage investment bankers to sell their investment off through prevailing M&A processes. Unfortunately, seldom with good results.

REASON #1

The main reason for that sad result is a fundamental misunderstanding of buyer psychology. In general, buyers act quickly and pay the highest price only by force of competitive pressure.

Potential buyers of the highest probability are those already familiar with the company for sale, such as competitors, existing investors customers and vendors. Once a sales process starts the seller is very much a diminishing asset. Both financially and organizationally.  Unless compelled to act, potential buyers simply start to draw out the process, submit a low-ball offer when the seller runs out of cash, or try to pick up key employees and customers at no cost.

REASON #2

The second reason is usually a misunderstanding of the psychology and methods of investment bankers.

Most investment bankers do best at selling “hot” companies. Companies whose value is perceived by buyers to be increasing quickly over time, and where there are multiple bidders.

They tend to be more motivated and work harder on such cases because transaction sizes –and resulting commissions– are larger and surrounding publicity can bring in new assignments, among others. They also tend to be more effective in maximizing value in such situations by using time to their advantage, pitting buyers against each other and setting very high expectations.

In a situation where time is not your friend, the actions of standard investment banking practices often make a bad situation much worse. Such actions include assigning less experience B-Teams to smaller transaction size cases, “playing out the process” which works against the seller, and pitting multiple players against each other which can drive away potential buyers who often know far more about the seller than does the banker.

 

THE GERBSMAN PARTNERS ‘DATE-CERTAIN’ M&A PROCESS

The most effective solution in situations where time is not on your side is a Date-Certain Merger and Acquisition Process.

Under this proprietary 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 to maximize the value of their intellectual properties and tangible assets. The Advisor works closely with board and corporate management to:

  • Focus on Control, Preservation and Forecasting of CASH
  • Develop a Strategy/Action Plan and Presentation to Maximize Value of Assets.
  • Plans to include Sales Materials, Due Diligence access. a list of all possible Interested Buyers for Intellectual Properties and Assets and Identify and Retain Key Employees on a go-forward basis.
  • Stabilize and provide Leadership, Motivation and Moral to all Employees.
  • Communicate with the Board of Directors, Senior Management, Senior Lender, Creditors, Vendors and all other Stakeholders in Interest.

THE PROCESS:

The company attorney prepares a simple “As-Is/Where –Is” asset sale documents. This document is very important and includes a “No-Reps or Warrantee” Agreement, as the board, officers and invertors typically do not want any additional exposure on a deal.

The advisor then follows up systematically with ALL potentially interested parties and coordinates their interactions with company personnel, including on-site visits.

Typical terms for a Date-Certain M&A asset sale exclude representations and warranties and include a sales date –typically four to six weeks – from the point of readying sales materials for distribution, a refundable CASH deposit in the range of $200,000, a strong preference for cash consideration and with the ability to close a deal in seven business days.

Date-Certain M&A terms can be varied to suit needs unique to given situations. For instance, the board may choose not to accept any bids, or to allow re-bids if there are multiple competitive bids, and/or allow early bids.

The typical workflow timeline from advisor hiring to transaction close and receipt of consideration is four to six weeks. Such timelines may be extended as circumstances warrant. Upon receipt of considerations, the restructuring/insolvency attorney then distributes funds to creditors and shareholders (if there is sufficient consideration to satisfy creditors), and takes all needed steps to wind down the remaining corporate shell. Typically in coordination with the CFO.

 

PROCESS ADVANTAGES:

Speed:   – The entire Date-Certain M&A Process can typically be concluded in 4 to 6 Weeks. Creditors and investors receive their money quickly. A negative PR impact on investors and board members related to a drawn out process is eliminated. Where required, such timelines can be reduced to as little as two to three weeks, however severely compressing the process often impacts the final value received during asset auction.

Reduced Cash Requirements:  – Owing to the Date-Certain M&A process’ compressed turn-around time, there is a significantly reduced need for any additional investor cash to support the company during the process.

Maximized Value:  – A quick and effective process during wind-down mode minimizes strain and rapid asset depreciation and thereby preserves enterprise value. The fact that an auction will occur on a certain date typically brings truly interested and qualified parties to the table. In our considerable experience, this process strongly aids in maximizing the final value received.

Cost:  – Advisory fees consist of a retainer and a performance fee, which is a percentage of the sales proceeds.

Control:  – At all time during the process, the board of directors retains complete control. For instance, it can modify the auction terms, or discontinue the auction at any point, thereby preserving all options for as long as possible.

Public Relations:  – As the entire sales process is private, there is no public disclosure. Once closed, the transaction can be portrayed as a sale of the company with all terms kept confidential. Accordingly investors can list the company in their portfolios as sold vs. having gone out of business.

A Clean Exit:  – Upon closing of the auction, considerations received are distributed and the advisor, under the leadership of the insolvency counsel, then takes all remaining steps to effect an orderly shut-down of the remaining corporate entity.

 

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 102 companies in a wide and diverse spectrum of industries, ranging from technology, life science, medical device, digital marketing, consumer to cyber security, to name only a few.

Since inception in 1980, Gerbsman Partners has successfully restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations, and 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, Orange County CA, Boston, New York, Washington  DC, Mc Lean VA,  Europe and Israel.

 

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Veterans Day 2017 What are YOU doing to HELP?

As we begin Veterans Day/Week 2017, we say “Thank You” to the men and woman of our armed services and suggest that it is time for all to “step up” and find ways to support our Veterans. To often we say “thank you for your service” and then do nothing more. Please think about supporting various Veterans groups with donations, food, clothing and moral support. The have “Earned” it and we “Owe” it to them.

In the late summer of 1967, I was on my way back to Basic Training at Fort Dix, N.J. I was in New York City and an older couple came up to me and said “Thank You” for serving and then gave me $ 20 to enjoy a dinner on them. The gentleman said he served in the Korean War and understands and appreciates what men and woman in uniform go through. I said thank you, enjoyed a great dinner and to this day, remember their kind gesture.

On this Veterans Day/Week, our family will support the Wounded Warriors program and will provide moral support and friendship to Afghanistan Veterans. On 11/11/17, I will also continue to remember that couple and honor them by buying dinner for soldiers in uniform. I will ask them to do the same thing, 5, 10, 20 and 40 years later.

May God Bless our troops and provide our leaders with the courage and strength to do what is Right and what is Just.

Please always remember – FREEDOM IS NOT FREE

What are YOU doing to HELP?

With “HONOR AND RESPECT” – Steve Gerbsman

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