Update to “The Bidding Process, Procedures for the Sale of The NanoSteel Company, Inc.
Further to Gerbsman Partners sales letter of November 10, 2020 regarding the sale of The NanoSteel Company, Inc. (“NanoSteel”) I am attaching “Exhibit A, NanoSteel NDA”, “NanoSteel presentation”, “NanoSteel Patent information” and the “Table of Contents” for NanoSteel Data Room due diligence information”.
Please be advised that the NanoSteel Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code (“the Code”) in a private proceeding. Purchasers of the NanoSteel Assets will receive all of NanoSteel’s right, title, and interest in and to the purchased portion of Horizon’s collateral, which consists of substantially all of NanoSteel’s assets, as provided under the Code, with an express waiver of all warranties to the fullest extent permitted under Section 9-610(e)(2) of the Code.
Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by 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.
Ken, Jim and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.
Any and all the assets of NanoSteel 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 (www.gerbsmanpartners.com) has been retained by NanoSteel to solicit interest for the acquisition of all, or substantially all, the assets of NanoSteel.
Founded in 2002 to develop steel products based on research completed at the U.S. Department of Energy, NanoSteel launched its initial products in 2003 as steel-based coatings while continuing to expand the technology into sheet steel. NanoSteel has created an extensive portfolio of over 100 patents worldwide (filed & granted) supporting its sheet steel technology. Venture investors including EnerTech Capital, Fairhaven Capital, and Chrysalix Venture Capital, as well as strategic investors General Motors, Lear Corp., and Trinity Rail Corp, funded NanoSteel with approximately $85M of capital from 2005 – 2020.
The sale is being conducted with the cooperation of Horizon and NanoSteel. Certain former NanoSteel employees and management have advised Horizon that they will be available to assist purchasers with due diligence and assist with a prompt transfer of the NanoSteel 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 the NanoSteel Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Horizon or Gerbsman Partners or their respective agents.
Potential purchasers should not rely on any information contained in this memorandum or provided by Horizon 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.
Horizon and 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 reason of Horizon’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the NanoSteel 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 Horizon or Gerbsman Partners. Without limiting the generality of the foregoing, Horizon and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the NanoSteel 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 Horizon’s or 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 nondisclosure agreement (in the form attached hereto as Exhibit A) to have access to key members of NanoSteel’s former management, intellectual capital and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, upon obtaining Due Diligence Access, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures described herein; (ii) it has an opportunity to inspect and examine the NanoSteel Assets and to review all pertinent documents and information with respect thereto; (iii) it is not relying upon any written or oral statements, representations, or warranties of Horizon or Gerbsman Partners, or any of their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of such interested party, and neither Horizon nor Gerbsman Partners (nor any of their respective, staff, agents, or attorneys) 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 bid for the acquisition of the NanoSteel Assets. Each sealed bid must be submitted via email to steve@gerbsmanpartners.com(with a copy to Horizon Technology Finance Corporation, Diane Earle, Chief Credit Officer, diane@horizontechfinance.com), so as to be actually received by Gerbsman Partners and Horizon no later than Tuesday, December 15, 2020 at 3:00 pm. Eastern Standard Time (the “Bid Deadline”).
Bids should identify with specificity the assets being tendered for so that such assets are reasonably identifiable. Please be advised that the NanoSteel fixed asset list set forth on Exhibit B attached hereto may not be complete.
Horizon reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from the sale.
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 Horizon Technology Finance Corporation). Unsuccessful bidders will have their deposit returned to them within 72 hours of Horizon’s acceptance of the successful bid.
Horizon will require the successful bidder to close within 7 days of Horizon’s acceptance of the successful bid. Any and all of the NanoSteel Assets will be sold on an “as is, where is” basis, with no representations or warranties whatsoever.
All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the NanoSteel Assets shall be the sole responsibility of the successful bidder, which shall pay the aggregate amout of all such taxes to Horizon concurrently with closing of each sale of the NanoSteel Assets.
For additional information, please see below and/or contact:
Steven R. Gerbsman
Kenneth Hardesty
Blog of Intellectual Capital 