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Archive for January, 2018

Good afternoon

Jim Gilligan, Ken Hardesty and I would like to thank you for your continued interest in the Tarsa assets and IP.

As the bid date for the assets and IP of Tarsa is on Tuesday, January 23, 2018 (see Bidding Process below), I have attached:

  1. Anabbreviated list of the due diligence documentation contained in the Tarsa Virtual Data Room “ VDR”. Given the advanced stage of the Tarsa assets and the completed NDA review by the FDA, the documents contained in the VDR are both extensive and complete.  The attached TOC lists the directories in the VDR each of which has a full complement of documents to support TBRIA and the Tarsa Opportunity.  All documents will be available during the due diligence process for interested parties, subject to an NDA.
  2. A draft Asset Purchase Agreement “APA” and list of Tarsa Assets. Prior to the bid date of January 23, 2018, I would encourage all interested parties to have their counsel speak with William Whelan, Esq. of Mintz Levin.   Bill will be available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Bill’s office number is 617 348-1869 wtwhelan@mintz.com
  3.  Refundable wire transfer informationis below.  This is required for all interested buyers.

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

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Tarsa (http://tarsatherapeutics.com) to solicit interest for the acquisition of part or substantially all of Tarsa’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Tarsa Assets”).

IMPORTANT LEGAL NOTICE

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

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

Potential purchasers should not rely on any information contained in this memorandum or provided by Tarsa 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 independent investigations as they or their legal and financial advisors see fit.

Tarsa, 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 Tarsa’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Tarsa 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 Tarsa and Gerbsman Partners. Without limiting the generality of the foregoing, Tarsa and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Tarsa Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, 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.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the Tarsa 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 Tarsa, 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 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 Tarsa Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday – January 23, 2018 at 5:00pm Eastern Standard Time (the “Bid Deadline”) at Tarsa’s offices, located at 1628 JFK Blvd, # 1400, Philadelphia, PA 19103. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an 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.  All bids must be accompanied by a refundable deposit in the amount of $200,000.  The deposit should be wired to an escrow agent who will be outlined in a future update.  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

Tarsa reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all 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.  

Tarsa will require the successful bidder to close within a 7 day period. Any or all of the assets of Tarsa 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 Tarsa Assets shall be the sole responsibility of the successful bidder and shall be paid to Bambeco at the closing of each transaction.

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

Steven R. Gerbsman                                                  

Gerbsman Partners                                                    

steve@gerbsmanpartners.com                  

 

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

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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.

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As the Gerbsman Partners team entered the refurbished warehouse of the technology/dot com company, we were in awe at the luxury of this start-up.   As we were to find  out, the  $ 3.4 million cost to build out the office was but a pittance of the $ 80 million already invested.  

The team marveled at the new and colorful open cubicles and glass offices; we observed that everyone had a Herman Miller chair ( 220 chairs at a discounted cost of $ 650 per chair = $ 143k ); we were brought into the upscale kitchen for freshly brewed gourmet coffee;  we observed the Miele refrigerator, dish washer, microwave and disposal unit;  we were offered 6 different kinds of fruit, French Pastry and Evian water;  we sat overlooking a $10,000 pool table and game room.  

When the team inquired about the food, fruit and gourmet trimmings, we were told the budget was about  $ 8-10k per month.  Obviously something was wrong with this picture, however the management and Board of Directors were oblivious to these luxury cost issues.

Well, what can I say – “ It was Dot Com/Dot Bomb time in Silicon Valley”.   It was early in 2001 and little did the team or I know that this was just the beginning of one of many similar business models that were not valid and insolvency was around the corner.

 

 

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Good afternoon and the Gerbsman Partners team wishes you a Happy and Healthy New Year.

As the JP Morgan conference is next week in San Francisco, Ken, Jim, Dennis and I will be following up to set up due diligence review with James Gilligan, Chief Scientific Officer at Tarsa Therapeutics.  Jim will be in SF from Sunday, January 7 until Thursday morning, January 11.  Also the team will be scheduling due diligence review and access to the Tarsa Virtual Data Room prior to the bid date of January 23, 2018.

Attached please find an abbreviated list of the due diligence documentation contained in the Tarsa Virtual Data Room “ VDR”.  Given the advanced stage of the Tarsa assets and the completed NDA review by the FDA, the documents contained in the VDR are both extensive and complete.  The attached TOC lists the directories in the VDR each of which has a full complement of documents to support TBRIA and the Tarsa Opportunity.  All documents will be available during the due diligence process for interested parties, subject to an NDA.

I am attaching updated information regarding the Assets and Intellectual Property of Tarsa including an outline of potential “Tarsa Risk Mitigation Factors” for interested parties bidding on the assets and IP of Tarsa and performing due diligence, subject to the Tarsa CDA attached (TBRIA – Calcitonin–Salmon – Delayed Release Tablets; “the Only New Antirestorptive Drug for the Treatment of Osteoporosis).

Please also see attached a draft Asset Purchase Agreement “APA”.   As the Bid date is January 23, 2018, I would recommend that all interested parties schedule a call with  meeting at JP Morgan with Jim Gilligan and/or confirm a time for specific due diligence.

Prior to the bid date of January 23, 2018, I would encourage all interested parties to have their counsel speak with William Whelan, Esq. of Mintz Levin.   Bill will be available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Bill’s office number is 617 348-1869 wtwhelan@mintz.com

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

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Tarsa (http://tarsatherapeutics.com) to solicit interest for the acquisition of part or substantially all of Tarsa’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Tarsa Assets”).

 

IMPORTANT LEGAL NOTICE

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

The information contained in this memorandum relating to Tarsa’s Assets has been supplied by Tarsa. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.Potential purchasers should not rely on any information contained in this memorandum or provided by Tarsa 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 independent investigations as they or their legal and financial advisors see fit.Tarsa, 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 Tarsa’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Tarsa 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 Tarsa and Gerbsman Partners. Without limiting the generality of the foregoing, Tarsa and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Tarsa Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, 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.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the Tarsa 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 Tarsa, 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 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 Tarsa Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday – January 23, 2018 at 5:00pm Eastern Standard Time (the “Bid Deadline”) at Tarsa’s offices, located at 1628 JFK Blvd, # 1400, Philadelphia, PA 19103. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an 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.  All bids must be accompanied by a refundable deposit in the amount of $200,000.  The deposit should be wired to an escrow agent who will be outlined in a future update.  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

Tarsa reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all 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.  

Tarsa will require the successful bidder to close within a 7 day period. Any or all of the assets of Tarsa 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 Tarsa Assets shall be the sole responsibility of the successful bidder and shall be paid to Bambeco at the closing of each transaction.

For additional information, please see below and/or contact

Steven R. Gerbsman                                                                                                  

steve@gerbsmanpartners.com                  

 

Kenneth Hardesty

ken@gerbsmanpartners.com

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