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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 113 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.

Listen again and again – be proud, be brave, be thankful – GOD BLESS AMERICA

Happy Independence Day 2021

JULY 1, 2021

https://spinningrabbi.com/2021/07/01/happy-independence-day-2021/

The Declaration of Independence was signed on July 4, 1776.  It said;

“We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty and the pursuit of Happiness”. 

The founding of America was then, a very novel idea in building a nation based on individual rights and freedom.  A nation founded on the idea that man is inherently (soul) good and given freedom could/would eventually live up to that good. A nation founded on the belief that all are created in the image of G-d.  That we are all children of G-d.  That given freedom, we could and would eventually have a country that lives up to and recognizes these “self-evident truths”.

Those who got freedom back then, were grateful.  Yet it was not something that they were familiar with and had no real experience with.  They were an imperfect people given the freedom and opportunity, based on the founding principles, to grow and become a more “perfect union”.  So began the journey in learning how to use their new freedom.

We were all created with free will.  The USA was created to be a nation that gave us the opportunity to express our free will.  With the freedom of free will, we can choose to elevate ourselves and become the person we were created to be.  To be the unique person, with a unique purpose, and mission for which we were each created.  A mission that contributes to the benefit of all.  A person who follows

“Love your fellow as yourself” (Leviticus 19;18).

“If I am not for myself, who will be for me. And if I am only for myself, of what good am I.” – Hillel, Ethics of fathers 1:14

Without these rights and freedom we could not pursue our dreams and our individual purpose.  When we each use that freedom to be who we are meant to be, to fulfill our unique purpose, America will be all that it’s meant to be and what it was founded for.   Without the freedom to fulfill our individual purpose, we will never get to a nation fully defined by it’s founding principles.

What could be more gratifying for each of us to know that we chose, because we could, to use that freedom to reach our ultimate potential as human beings.  To know that it came from you and not imposed on you.  To look around us and see that all are enjoying “Life, Liberty and the pursuit of Happiness”  To be truly United.  It may take longer than we would like, but freedom is the only way to get there.

If there are faults in America, it is not the fault of America.  We are all still imperfect people.

A young child asks his parents on a long trip, “Are we there yet?”.  The parent answers “no, not yet”.  On our journey, we must constantly ask ourselves, “Am I there yet?”. Each of us is a work in process that can lead to progress.  The closer you get, the closer we will be to the ideals that America was founded on.

In the 245 years of our independence, we have made much progress, and accomplished much good.  One of the many of America’s accomplishments is very personal for me.  If it wasn’t for America, my Parents (OBM), would not have been Holocaust Survivors,who then came to America, and therefore I would not be

So let’s keep going forward, until the answer becomes, “yes, I am there” and therefore “yes, we are there”.  Without freedom we will never get there!

To have the freedom to pursue and become our true selves is indeed something to be thankful for.

Our liberty should be celebrated everyday by using it for the good of all.

May we cherish, be grateful for, and protect those freedoms for many, many more years.

May we use our freedom to fulfill our greatest human potential.

HAPPY INDEPENDENCE DAY  

G-d Bless America

Am I Still Expected to Wear a Blazer to Work? Your 2021 Office Attire Questions Answered

If you spent the last year in sweatpants at home, it’s time to consider your wardrobe choices for a return to work.

BY LAUREN A. ROTHMAN@STYLEAUTEUR

Am I Still Expected to Wear a Blazer to Work? Your 2021 Office Attire Questions Answered
Unsplash

As more Covid-19 vaccines are being distributed, the reality of getting dressed for re-entry into the world is on our collective minds.

Will our “real” clothes still work or is it time to shop?

In 2020, I was helping my styling clients create Zoom capsule wardrobes to maintain a sense of executive presence while working virtually and supporting their teams. As the year progressed, screen fatigue set in and fractured dressing became the norm; flattering tops visible by camera paired with sweatpants off-screen. Now as we eye returning to the office, some people are excited to dress up and update their wear-to-work wardrobes while others hope elastic waists never go out of style.

Keep in mind, the evolution of what we wear to work often reflects global trends. In the early 2000s, Casual Fridays were a reaction to a rise in Silicon Valley dress culture of hoodies and jeans. It took years for the rest of the country to adopt a five-day-a-week business casual dress code and, even then, some of the most conservative industries such as banking, politics, and law never truly embraced a dress-down culture.

That said, here are a few predictions and suggestions for what to expect of your (and your co-workers’) wardrobe as you return to your workplace.

Get Ready for Elevated Casual

I believe post-pandemic dressing will accelerate a new category and give rise to ‘elevated casual’ in companies as some continue to lead from home and others choose to go into offices. Not to be confused with standard casual, athleisure or loungewear, elevated casual will be a worthy investment category of dress and will become the new business casual of the 2020s.

https://www.instagram.com/p/CHyk_UhBIbC/embed/?cr=1&v=13&wp=1080&rd=https%3A%2F%2Fpreview.inc.com&rp=%2Fdraft%2F1616419168.html#%7B%22ci%22%3A0%2C%22os%22%3A2479.4500000134576%2C%22ls%22%3A1710.190000012517%2C%22le%22%3A1711.0550000070361%7D

Elevated causal is a hybrid of the traditional business casual dress code and a more casual, loungewear-inspired style of dress. Think monochromatic dressing and structured clothing paired with cozy-chic basics. Blazers for men and third pieces for women will be deconstructed (as in, no extra shoulder padding), fashion-forward (bold colors and fits), and fabrics will embrace the comfort needed to move from day to night.

https://www.instagram.com/p/CMA-06YjNNV/embed/?cr=1&v=13&wp=540&rd=https%3A%2F%2Fpreview.inc.com&rp=%2Fdraft%2F1616419168.html#%7B%22ci%22%3A0%2C%22os%22%3A3402.715000003809%2C%22ls%22%3A2400.775000016438%2C%22le%22%3A2411.4100000006147%7D

My clients are seeking a sense of personal identity as they start stocking their closets for spring with pieces that signal optimism, strength, approachability, and fun. At the top of their what-to-wear-to-work lists in 2021: bold new glasses, patterned tops, updated pants (some that just pull on!), stackable jewelry, comfortable and stylish shoes.

Dress Codes Will Be Re-written

Professional presence remains important but priorities will shift into a personal sense of self and style as a tool to boost confidence. Moving forward, we’ll need clarity from companies on dress code expectations both virtually and in-person. Business formal will continue to be a dress code in traditional industries: government and political attire is a perfect example of a mode of dress that has not slackened due to the pandemic.

However, on internal-facing days, even our civil servants and politicians have questions on parameters of dress and some dress codes may allow for some slack. Men might not need a jacket and tie and women may forego heels and clingy sheath dresses. We are all excited to some degree to “show up” again, but many may be too drained post-pandemic to maintain our enthusiasm for it long-term.

Relaxing and rewriting dress codes to reflect the times is important and founders can survey their teams when considering the right guidelines for your own workplace. Keep in mind the image expected from your clients, investors, and public and don’t lose sight of the factors influencing your professional (yet comfortable) style choices.​

It’ll Be a Slow Return

We are ready to be seen again and emerge from the pandemic. While some may crave a ‘roaring twenties’ dress-up culture, the reality is that most will need baby steps for successful and stylish re-entry into a conference room.

It is time to rediscover our reasons to get dressed. Customization will have a new place in our style identities and we will decide if dressing up happens twice a week for office visits or once again becomes sustainable for the entire work week.

Either way, freshen up your mask selection and be sure to add mask chains (a unisex necklace to help keep your mask handy) to your shopping list.

Update to “The Bidding Process, Procedures for the SALE OF the Assets of Ohana Biosciences, Inc.”

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by OBS (ABC), LLC (“Assignee or “Seller”) the assignee for the benefit of creditors of Ohana Biosciences, Inc. (“Ohana”) to solicit interest for the acquisition of all or substantially all of the Ohana assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Ohana Assets”).   Please see the attached draft Asset Purchase Agreement, Appendix A that has a detail list of the potential assets and intellectual property available for sale.  Interested parties can bid on specific assets and/or all the assets and intellectual property of Ohana.

Further to Gerbsman Partners sales letter of June 7, 2021 regarding the SALE of the Assets of Ohana Biosciences, Inc., I am attaching  (Exhibit A), NDA, (Exhibit B) Patent information, Trademark information (Exhibit C), the “Table of Contents” for the on line data room and a draft Asset Purchase Agreement (“APA”) with a detail list of assets.

Please be advised that Alka Batycky, PhD, former Chief Development Officer of Ohana, Caren B. Deardorf, BS. MBA, former Chief Commercial Officer of Ohana and David McManus, BBA, CPA former VP Finance of Ohana are available for a conference call with interested parties to review the assets and IP of Ohana in greater detail.  Access to the on line due diligence room will be available, subject to a signed NDA.

I would encourage and recommend that all interested parties have their counsel speak with Patrick A. Jackson, Esq. counsel to Ohana, to discuss any questions or comments of a legal nature relating to the transaction and “APA”.  Patrick is available at Patrick.jackson@faegredrinker.com  at 302 467- 4210.  It is also recommended that the “APA” be submitted with any bid.

On June 3, 2021, Ohana Biosciences, Inc., a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to “OBS (ABC), LLC”, a Delaware limited liability company, as Assignee, pursuant to Delaware state law. Please note that with the exception of the relationship created by the Assignment, and despite their similarity in name, Assignor and Assignee have no corporate affiliation to each other. Pursuant to the Assignment, Assignor transferred ownership of all of its rights in tangible and intangible assets (collectively, the “Assets”) to Assignee for sale. Assignee shall sell the Assets and distribute the net proceeds to creditors of Assignor.

Ohana was founded to develop a sperm biology platform that combines single-cell sequencing, cell surface profiling, and computational biology to analyze large libraries of genetic and molecular information from individual sperm cells. Through this, Ohana scientists applied these insights to product opportunities across reproductive health.

Disclaimer 

This Enterprise Offering contains information regarding certain operations and the business of Ohana Biosciences, Inc., and the information contained herein has been assembled for the purpose of providing interested parties with general information to assist in their evaluation of a possible acquisition of the Company or assets of the Company. Nothing contained in this Enterprise Offering is, or shall be relied upon as, a promise or representation as to the past, present or future performance of the Company or its product or as providing any assurances of any kind regarding the Company’s intellectual property or other assets.  In furnishing this Enterprise Offering, neither the Company, Gerbsman Partners nor Assignee undertakes any obligation to (and each expressly reserves the right not to) provide the recipient with access to any additional information of any kind with respect to the Company or any of its assets or operations.

Assignee has retained the services of Gerbsman Partners and certain former employees to assist with the sale of the assets. This group of individuals are available to assist with due diligence and the transition of assets.

As Seller, OBS (ABC), LLC will oversee the process and select the winning bidder(s). This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other parties. 

Ohana Investment to Date:

Ohana was founded by Flagship Pioneering in 2016.  Since that time, approximately $58.2 Million has been invested, a majority of which was from Flagship Pioneering.  An additional $18.0 Million of senior secured notes was also infused into the company by Oxford Finance LLC.

Ohana has 2 issued patents, and 25 patents pending.

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 Ohana Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Assignee or Gerbsman Partners or their respective agents.  


Potential purchasers should not rely on any information contained in this memorandum or provided by Assignee 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.


Assignee 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 Assignee’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Ohana 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 Assignee or Gerbsman Partners. Without limiting the generality of the foregoing, Assignee and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Assignee 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.

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 Ohana’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 Ohana 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 Assignee 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 Assignee nor Gerbsman Partners (nor any of their respective, staff, agents, or attorneys) make any representations as to the accuracy or completeness of the same.  

TERMS AND CONDITIONS TO SALE

Assignee, which is managed by Rock Creek Advisors, will oversee the sales process for the Ohana Assets and select the winning bidder(s).  This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other interested parties.

Assignee has retained the services of Gerbsman Partners and certain former employees to assist with the sale of the assets. This group of individuals is available to assist with due diligence and the transition of assets.

The contemplated transaction will be an asset sale using a standard Asset Purchase Agreement (“APA”). Please note that the general terms under which the assets will be sold, and key terms include:

  • Sell and convey assets on an “as-is, where-is” basis with all faults;
  • Sell and convey assets with limited representations or warranties; and
  • No indemnity for the purchaser of assets and the purchaser will indemnify the Seller from any liabilities relating to the use of the assets after the closing date.

Due diligence will begin immediately.  Gerbsman will provide access to an online data room to interested parties provided that a valid confidentiality and non-disclosure agreement (NDA) is put in place.  The information contained in this Offering Memorandum has been provided to Gerbsman and Assignee by the former management of Assignor. Neither Assignee, Gerbsman Partners nor Assignor represent that any of the information contained in this Offering Memorandum is a statement of opinion or fact.  Interested parties are solely responsible for performing their own due diligence to determine the value and status of the assets being offered through independent investigation by themselves and their legal and/or financial advisors.  

Dates and Deadlines –Based on the submitted indications of interest or otherwise, qualifying parties (which meet the requirements established by the Assignee in its sole and absolute discretion) will be asked to prepare and submit  binding Letters of Intent in the form of an executed Asset Purchase Agreement (an “APA”) substantially in the form to be provided by Gerbsman containing the required information set forth in the paragraph below).  Such Letters of Intent must be received no later than Friday, July 9, 2021 at 5:00 pm Eastern Daylight Time (the “Offer Deadline”), or they may not be considered by the Assignee in its sole and absolute discretion.  The Assignee anticipates rendering a decision shortly after the Offer Deadline and communicating such decision to the parties submitting Letters of Intent.

Notwithstanding the deadlines set forth above, Letters of Intent may be presented to Gerbsman and the Assignee at any time during the due diligence period by email.   Letters of Intent must include the name of the purchasing entity, the purchase price, the assets to be purchased, any contingencies to closing, and any variation from the standard terms and conditions of the APA (such variations shall be noted by submitting a “redline” version against the form APA provided by the Assignee).  A form APA will be provided upon request.  Interested Parties should be aware that any significant material changes to the form APA may jeopardize the transaction and cause the Assignee to reject any such Letters of Intent and reopen the bidding process.  The sale will be an “AS IS”“WHERE IS” sale, with no representations or warranties whatsoever provided by the Assignee or Ohana Biosciences, Inc. as to merchantability, fitness or use, and the assets shall be subject to any and all encumbrances and related obligations that are not expressly released by the holder(s) thereof.  Oxford Finance has consented to this sales process and agreed that it will release its security interest in the Ohana Assets so as to permit them to be sold free and clear to the buyer(s) resulting from this process.

Former senior employees will also be available to host in-person and web presentations by teleconference to help the sales process.

Once the announcement has been made that the bidding has ended, the successful bidder (“Buyer”) will be required to close and fund promptly. Exclusivity will not be granted. 

Seller reserves the right to accelerate, delay, cancel or alter the bidding process immediately with or without notifying other bidders, and to withdraw any or all assets from this sale process in its sole discretion. Therefore, Interested parties are encouraged to complete due diligence and submit offers as soon as practicable.

All Indications of Interest/Letters of Intent should be submitted to steve@gerbsmanpartners.com and hlipton@rockcreekfa.com

We appreciate your sincere interest in this opportunity and this exciting offering for the assets of the Ohana Biosciences, Inc.  We look forward to engaging with you and your due diligence teams.

SPECIAL PURPOSE ENTITY DISCLOSURE

OBS (ABC), LLC which is the Assignee for the Benefit of Creditors of Ohana Biosciences, Inc. is a special purpose entity manage by Rock Creek Advisors 1738 Belmar Blvd., Belmar, New Jersey 07719.  United States

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

Steven R. Gerbsman                                                          

Gerbsman Partners

                                                 

steve@gerbsmanpartners.com                         

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com