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Archive for February, 2018

Successful “Date Certain M&A” of Tarsa Therapeutics, Inc. its Assets and Intellectual Property – Gerbsman Partners, Financial Advisor
Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty, a member of Gerbsman Partners Board of Intellectual Capital announced today their success in maximizing value for the assets and Intellectual Property of Tarsa Therapeutics, Inc.  Tarsa is an NDA-ready company focused on advancing it lead product, TBRIA.  TBRIA is a proprietary oral formulation containing recombinant salmon calcitonin for the treatment of postmenopausal osteoporosis.

Gerbsman Partners provided Financial Advisory leadership to Tarsa, through   its proprietary Date Certain M&A Process, facilitated the sale of the business unit’s assets and its associated Intellectual Property and closing of the sale. Due to market conditions, the board of directors of Tarsa made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

  1. Business Consulting and Investment Banking domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
  2. Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
  3. The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors, Management and Advisors;
  4. Communications with the Board of Directors, senior management, senior lenders, creditors, vendors and all stakeholders in 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 103 technology, medical device, life science, solar, fuel cell, cyber  security, consumer and digital marketing 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 in 1980, 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, Orange County, Boston, New York, Washington, DC, McLean, VA, Europe and Israel.

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Thomas Jefferson 

His Portrait is on the Two Dollar Bill

This is amazing.
There are two parts.

Be sure to read
The 2nd part below

Thomas Jefferson
Was a very remarkable man who started

Learning very
Early in life and never stopped.

At 5, began
Studying under his cousin’s tutor.

At 9, studied
Latin, Greek and French.

At 14, studied
Classical literature and additional languages.

At 16, entered The College of William and Mary.
Also could write in Greek with one hand
While writing the same in Latin with the other.

At 19, studied Law for 5 years starting under George Wythe.

At 23, started His own law practice.

At 25, was Elected to the Virginia House of Burgesses.

At 31, wrote the Widely circulated “Summary View of the Rights of British America” And Retired from his law practice.

At 32, was a Delegate to the Second Continental Congress.

At 33, wrote the Declaration of Independence

At 33, took Three years to revise Virginia’s legal code and wrote a Public Education
Bill and a statute for Religious Freedom.

At 36, was Elected the second Governor of Virginia succeeding Patrick
Henry.

At 40, served in Congress for two years.

At 41, was the American minister to France and
Negotiated commercial treaties withEuropean nations
Along with Ben Franklin and John Adams..

At 46, served as The first Secretary of State
Under George Washington.

At 53, served as Vice President and was elected
President of the American Philosophical Society.

At 55, drafted The Kentucky Resolutions and
Became the active head of Republican Party.

At 57, was Elected the third president of the
United States.

At 60, obtained The Louisiana Purchase doubling
The nation’s Size.

At 61, was Elected to a second term as President.

At 65, retired To Monticello

At 80, helped President Monroe shape the Monroe
Doctrine.

At 81, almost Single-handedly created the University of Virginia and served as its firstPresident.

At 83, died on The 50th anniversary of the Signing of the Declaration of Independence along With John Adams.

 

Thomas Jefferson Knew because he himself studied the previous failed attempts at government.  He understood
Actual history, the nature of God, His laws and the nature
Of man. That happens to be way more than what most understand Today.

Jefferson really knew his stuff.

A voice from the past to lead us in the future:

John F. Kennedy Held a dinner in the White House for a group of the brightest mindsIn the nation at that time He made this statement: “This is perhaps The assembly of the most intelligence ever to gather at one time in The White House with the exception of when Thomas Jefferson dined
Alone.”

“When we get piled upon one another in large cities, as in
Europe,we shall become as corrupt as Europe.”

Thomas Jefferson

 

“The democracy will cease to exist when you take away from those Who are willing to work and give to those who would not.”— Thomas Jefferson

 

“It is incumbent on every generation to pay its own debts as it goes. A principle which if acted on would save one-half the wars of the world.”— Thomas Jefferson

 

“I predict future happiness for Americans if they can prevent the government From wasting the labors of the people under the pretense of taking care of them”
Thomas Jefferson

“My reading of history convinces me that most bad government Results from too much government.”Thomas
Jefferson

 

“No free man shall ever be debarred the use of arms.”Thomas Jefferson

“The strongest reason for the people to retain the right to keep and bear arms  Is,as a last resort, to protect themselves against tyranny in government.”— Thomas Jefferson

“The tree of liberty must be refreshed from time to time With the blood of patriots and tyrants.”Thomas Jefferson

 

“To compel a man to subsidize with his taxes the propagation of ideas which he Disbelieves and abhors is sinful and tyrannical.”Thomas  Jefferson

 

Thomas Jefferson said in 1802:“I believe that banking institutions are more dangerous to our liberties than
Standing armies.

If the American people ever allow private banks to control the issue of their  Currency,first by inflation, then by deflation, the Banks and corporations that will grow up around the banks will deprive the people of all property – until their children wake-up homeless on the continent their fathers conquered.”

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The Black Swan Pushes Events to the Tipping Point-Maximizing Enterprise Value in the upcoming Crisis
This article was published by Steven R. Gerbsman and Robert Tillman in May, 2007, again in August, 2015 and May, 2017.    It appears it may be “that time again”.

Please read, enjoy and “be prepared”.

Best regards,
Steve Gerbsman – Principal Gerbsman Partners

We are currently in one of the best economic times in our country’s history. The stock market is at all time highs, unemployment is at all-time lows, interest rates are low, money is plentiful and deal valuations are high and getting higher. There are, of course, many worrisome trends: terrorism, excessive government spending, trade deficits, high oil prices, immigration and over the longer term, such issues as an aging population and (possibly) global warming. Although problems and worries always exist, in historical terms, times are very good indeed.

The big questions for us as specialists in maximizing enterprise value are:

Will it end?

Yes. Of course. Even fundamentally healthy economies experience frequent and often violent corrections. The current world economy has evolved in many ways over the past decade. All large businesses are international. The primary economies of the world are very tightly linked together. Money is far more liquid and moves around the world with far less “friction” than it did in the past. The pace of technical change continues to increase. Nevertheless, we do not believe that the laws of history, and especially, the laws of human nature, have been repealed.

As always, “The more things change, the more that they remain the same.”

When will it end?

Unfortunately, no one knows the answer to this question. In historical terms, the current economic expansion has continued for a very long time and has survived numerous shocks, including war, a doubling of energy prices, natural disasters and localized economic downturns, such as the bursting of the sub-prime mortgage bubble. It appears to be “ripe” for a downturn. On the other hand, inherently unstable situations often persist for far longer than anyone could believe possible. During the 2000 Internet bubble, it seemed to us for quite some that the old rules of business no longer applied and that 25 year-old CEOs knew something us old guys did not know. When the crash occurred, we were relieved to find out that we were not so obsolete after all.

We did, however, underestimate the staying power of technically insolvent companies with broken or non-existent business models. Many of these companies had significant cash on the balance sheet (offset, of course, by significant liabilities) and investors who continued to infuse more cash far beyond the point of reason. Today, there exist immense pools of uncommitted cash, much of it in the hands of entities, such as private equity funds and hedge funds that are subject to minim al regulatory scrutiny and whose operations are obscured from the public view. In addition, the weakness of the dollar against both the Euro and the Pound Sterling makes U.S. assets a relative bargain. These factors tend to mitigate against an economic downturn. For how much longer they will continue to do so we do not know (and if we did know, we would certainly would not tell).

How will it end?

Fast, hard and unexpectedly. Two recent books shed a great deal of light on the process:

The first book, The Tipping Point by Malcolm Gladwell describes how human behavior causes events to cascade rapidly once a certain critical mass (the “Tipping Point”) has been achieved. Examples in the business world include periodic economic ?panics? and the spread of certain technologies and products, such as personal computers, iPods, cell phones, etc. It is very difficult to predict in advance when the ?tipping point? in any situation will be reached, but history has shown that, once it has been reached, events proceed very quickly.

The second book, The Black Swan: The Impact of the Highly Improbable by Nassim Nicholas Taleb describes how highly improbable, and hence unpredictable, events periodically create massive change. The title of the book derives from the observation that the existence of even a single black swan disproves the assertion that all swans are white. Historical examples include the Fall of France at the beginning of World War II, the rise of the Internet and 9/11.

There are many obvious candidates for a “black swan” event that pushes the world economy over “the tipping point” into a downturn – a war with Iran, a nuclear terrorist attack or a worldwide bird flu or small pox epidemic, but generally, it is what you do not see that gets you. We are fundamentally optimists about the long-term prospects of the world economy. In many highly measurable ways, the wor ld really is improving, driven by technological innovation, a lowering of barriers to trade and increasing economic integration. Nevertheless, we are old enough to have lived through many “bumps” along the road and know that such discontinuities will always occur. We believe that we will see a significant economic event sometime over the next 12-18 months, either localized to a particular sector or geographic region or globally.

Our Advice?

Before such an event occurs:

As a board member, investor or stakeholder:

1.    Implement tight cash flow, receivables and inventory reporting so that you are alerted to problems early.

2.    Focus on the control, preservation and forecasting of CASH on a weekly, monthly and quarterly basis.

3.    Require “bottoms up” forecasting for all aspects of revenue and expense. Have the CEO and CFO defend ALL numbers.

4.    Hold the CEO responsible and accountable for Performance. If you are off the business plan/forecast, re-forecast based on the reality of “what is” today.

5.    Communicate frequently with all parties at interest. Check that the CEO is providing leadership, motivation and morale to the management team and employees.

6.    Review all companies in your portfolio. Identify and define action plans to fix weaknesses now.

7.    Utilize professional resources to assist in maximizing enterprise value, when appropriate.

When such an event occurs:

1.    Face up to reality and act quickly. When things are going bad, waiting seldom improves them. We have never seen a board of directors act too quickly when faced with a crisis. We have all too frequently seen a board act slowly or not at all.

2.    Call for assistance early. The earlier professionals can get involv ed in the process, the better the potential outcome in maximizing enterprise value. Many times boards request assistance only after a company has run out of cash. Many more options exist to maximize enterprise value if a company has some running room.

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 102 technology, medical device, life science, digital marketing/social commerce, fuel cell, consumer 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, Boston, Orange County, VA/DC, Europe and Israel.

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