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San Francisco, August 2014

Successful “Date Certain M&A” of ClearEdge Power, LLC, its Assets and Intellectual Property to the Doosan Corporation. Gerbsman Partners, Financial Advisor

Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty, Managing Principal and James Skelton, member of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for ClearEdge Power, LLC, (http://clearedgepower.com) through a 363 Chapter 11 sale to the Doosan Corporation (http://doosan.com).

Gerbsman Partners provided Financial Advisory leadership to ClearEdge Power, LLC, through the Chapter 11 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 ClearEdge Power 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, Advisors and the Chapter 11 process;
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 83 Technology, Life Science, Medical Device, Solar, Fuel Cell 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, Boston, New York, Washington, DC, McLean, VA, Europe and Israel.

GERBSMAN PARTNERS
Phone: +1.415.456.0628, Cell: +1 415 505 4991
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

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Sale of ClearEdge Power, Inc.

Further to Gerbsman Partners emails of June 9, 2014, May 21, 2014, May 14, 2014 and May 1, 2014, regarding the sale of Assets and Intellectual Property of ClearEdge Power, Inc. (“ClearEdge”), ClearEdge and two of its subsidiaries (collectively, “ClearEdge Power”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for Northern District of California, San Jose Division (such cases are jointly administered under Case No. 14-51955)

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by ClearEdge (http://www.clearedgepower.com) to solicit interest for the acquisition of all or substantially all of ClearEdge’s assets, including its Intellectual Property in whole or in part (collectively, the “ClearEdge Assets”) and equipment, inventory, executory contract rights and work-in-progress located at ClearEdge Power’s various facilities. Attached is a draft Asset Purchase Agreement, Bankruptcy Court Order on June 27, 2014 regarding Bidding Procedures (the Court approved these on June 26 and the actual Court Order is expected to be entered this weekend), Asset Purchase Agreement from the “stalking horse” and Wire Transfer information for the refundable deposit.

Please be advised that the ClearEdge Assets are being offered for sale pursuant Section 363 of the United States Bankruptcy Code. All matters relative to the bid procedures that will govern the sale were developed in consultation with the Official Committee of Unsecured Creditors. The bid deadline for specific assets is July 7, 2014, for any bid to be considered. These bids must be accompanied by an “executed APA, refundable deposit and proof of financial capability to support any bid in order to be a qualified bidder. Their will be a “live auction” for qualified bidders on July 9, 2014 at the offices of Dorsey & Whitney LLP, 305 Lytton Ave., Palo Alto, CA commencing at 9am PDT. Please see attached “Bidding Procedures Order” for full details on the process, timing and qualifications.

On June 26, 2014, a “stalking horse bid” was executed with Doosan Corporation for all the assets of ClearEdge. Please refer to the attached APA regarding the details of the “stalking horse” bid. Basically, the components of the bid are (1) base price of $ 20 million, (2) payment of executory contract cure costs of up to $ 12.899 million; and plus (3) payment of secured creditor claims on a discounted basis of up to $ 15 million in regard to secured claims against certain energy service agreements.

I would encourage all bidders for all assets to compete with the “stalking horse” bid, as well as bidders to make bids for separate assets or pools of assets, specifically for the service agreements.

Please contact Stephen O’Neill, Esq. 408 843 2719 oneill.stephen@dorsey.com and/or John WalsheMurray, Esq. 408 843 2718 murray.john@dorsey.com regarding legal questions about the Bid Procedures and Asset Purchase Agreement, Stalking Horse Bid and other legal questions.

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 ClearEdge Power Assets has been supplied by ClearEdge, by third parties and obtained from a variety of sources. 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 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, as the Fixed Asset, Inventory and Patent lists may not be accurate.

Gerbsman Partners, and their respective staff and agents, (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 ClearEdge Power’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the ClearEdge Power Assets will be made pursuant to the Bankruptcy Code and will require approval of the United States Bankruptcy Court. All sales will be “as-is,” “where-is,” and on a “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 Gerbsman Partners. Without limiting the generality of the foregoing, Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge Power’s 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.

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

Steven R. Gerbsman
Gerbsman Partners
(415) 505-4991
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

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Sale of ClearEdge Power, Inc.

Further to Gerbsman Partners emails of May 21, 2014, May 14, 2014 and May 1, 2014, regarding the sale of Assets and Intellectual Property of ClearEdge Power, Inc. (“ClearEdge”), ClearEdge and two of its subsidiaries (collectively, “ClearEdge Power”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for Northern District of California, San Jose Division (such cases are jointly administered under Case No. 14-51955)

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by ClearEdge (http://www.clearedgepower.com) to solicit interest for the acquisition of all or substantially all of ClearEdge’s assets, including its Intellectual Property in whole or in part (collectively, the “ClearEdge Assets”) and equipment, inventory, executory contract rights and work-in-progress located at ClearEdge Power’s various facilities. Attached are draft Asset Purchase Agreement, Bankruptcy Court Order on June 5, 2014 and Wire Transfer information for the refundable deposit.

Please be advised that the ClearEdge Assets are being offered for sale pursuant Section 363 of the United States Bankruptcy Code. On June 5, 2014, the Bankruptcy Court fixed June 25, 2014 as the last day for the submission of stalking horse bids. All other matters relative to the bid procedures that will govern the sale are being developed in consultation with the Official Committee of Unsecured Creditors and will be finalized and submitted for approval by the Bankruptcy Court at a hearing on June 24, 2014 at 11:00 a.m. It is anticipated that the final bid procedures will establish the complete sale schedule (inclusive of the deadline for selecting a stalking horse bid from among those submitted by the June 25, 2014 stalking horse bid deadline, the deadline for submitting competing bids after the stalking bid is selected and announced, a final auction date, and the date of a sale approval hearing in the Bankruptcy Court) and other sale terms (inclusive of amount of break-up fee for stalking horse bidder, required overbid amount for competitive bids to be considered, minimum bid increments, final deposit amount, bidder financial assurance requirements, and terms for the assumption and/or rejection of executory contracts).

Please contact Stephen O’Neill, Esq. 408 843 2719 oneill.stephen@dorsey.com and/or John WalsheMurray, Esq. 408 843 2718 murray.john@dorsey.com regarding legal questions about the Bid Procedures and Asset Purchase Agreement.

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 ClearEdge Power Assets has been supplied by ClearEdge, by third parties and obtained from a variety of sources. 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 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, as the Fixed Asset, Inventory and Patent lists may not be accurate.

Gerbsman Partners, and their respective staff and agents, (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 ClearEdge Power’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the ClearEdge Power Assets will be made pursuant to the Bankruptcy Code and will require approval of the United States Bankruptcy Court. All sales will be “as-is,” “where-is,” and on a “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 Gerbsman Partners. Without limiting the generality of the foregoing, Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge Power’s 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.

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

Steven R. Gerbsman
Gerbsman Partners
(415) 505-4991
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

 

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Sale of ClearEdge Power, Inc.

Further to Gerbsman Partners emails of May, 14, 2014 and May 1, 2014, regarding the sale of Assets and Intellectual Property of ClearEdge Power, Inc. (“ClearEdge”), ClearEdge and two of its subsidiaries (collectively, “ClearEdge Power”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for Northern District of California, San Jose Division (such cases are jointly administered under Case No. 14-51955)

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by ClearEdge (http://www.clearedgepower.com) to solicit interest for the acquisition of all or substantially all of ClearEdge’s assets, including its Intellectual Property in whole or in part (collectively, the “ClearEdge Assets”) and equipment, inventory and work-in-progress located at ClearEdge Power’s various facilities. Attached is a sales memorandum, patent list, fixed asset list and inventory list.

Please be advised that the ClearEdge Assets are being offered for sale pursuant Section 363 of the United States Bankruptcy Code. It is anticipated that the Bankruptcy Court will approve certain sale procedures within the next 30 days and sale procedures will set forth when and how bids, will be submitted, deposit requirements and if the bids are subject to overbids. Final Sale Procedures are subject to Court approval, which the ClearEdge expects in early June.

Outlined below is a summarization of the basic provisions of the Bidding Process being reviewed by the Court and a ClearEdge Asset Purchase Agreement to be submitted by all interested and qualified parties.

Please call Stephen O’Neill, Esq. 408 843 2719 oneill.stephen@dorsey.com and/or John WalsheMurray, Esq. 408 843 2718 murray.john@dorsey.com regarding legal questions.

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 ClearEdge Power Assets has been supplied by ClearEdge, by third parties and obtained from a variety of sources. 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 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, as the Fixed Asset, Inventory and Patent lists may not be accurate.

Gerbsman Partners, and their respective staff and agents, (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 ClearEdge Power’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the ClearEdge Power Assets will be made pursuant to the Bankruptcy Code and will require approval of the United States Bankruptcy Court. All sales will be “as-is,” “where-is,” and on a “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 Gerbsman Partners. Without limiting the generality of the foregoing, Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge Power’s 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.

BID PROCEDURES

In the exercise of their good faith reasonable business judgment, ClearEdge Power, Inc., ClearEdge Power LLC and ClearEdge Power International Service LLC (collectively, the “Debtors”) have determined to solicit and complete a transaction (a “Transaction”) selling substantially all of the Debtors’ assets, in whole or in part (the “Purchased Assets”), subject to the approval of the United States Bankruptcy Court for the Northern District of California, San Jose Division, Courtroom 3070, 280 S. First Street, San Jose, CA 95113-3099 (the “Bankruptcy Court” or the ‘Court”) after an opportunity for Qualified Bidders (as defined below) to submit competing bids (“Competing Bid(s)” or ”Bid(s)”) at an auction (the “Auction”).

Subject to approval of the Bankruptcy Court, the procedures hereinafter set forth (the “Bid Procedures”) will govern the bidding and sale process. As provided below and in the Purchase Agreement (as defined below), the Bid Procedures will be incorporated into a binding order (the “Bid Procedures Order”) entered by the Bankruptcy Court.

Bidding Process

The Debtors will:

(a) Determine the steps to be completed, and the timing in respect of such steps, for the marketing and sale of the Purchased Assets[1];

(b) Determine whether any person is a Qualified Bidder (as defined below);

(c) Determine whether a Qualified Bidder has made a Qualified Bid (as defined below); and

(d) Negotiate any offer set forth in a Qualified Bid.

Participation Requirement

Unless otherwise ordered by the Bankruptcy Court, in order to participate in the bidding process, each person (a “Potential Bidder”) must first deliver to: TGI Financial, Inc. dba Gerbsman Partners (“Gerbsman” or “Gerbsman Partners”), Attn: Steven R. Gerbsman, email steve@gerbsmanpartners.com, tel.: 415 505-4991, an executed confidentiality agreement in form and substance reasonably acceptable to the Debtors.

Access To Due Diligence Materials

Upon a Potential Bidder’s satisfaction of the participation requirements described herein, such bidder will be deemed to be a “Qualified Bidder.” The Debtors shall afford each Qualified Bidder due diligence access to the Debtors’ assets and business, subject to competitive and other business concerns, which diligence may include access to the Debtors’ electronic data room, management presentations and site visits, and such other diligence as Potential Bidders may request and to which the Debtors, in their sole and absolute discretion, may agree; provided, however, that the Debtors shall have no obligation to provide due diligence access to any Qualified Bidder after the Bid Deadline (as defined below). The Debtors will coordinate efforts and provide all reasonable requests for additional information and due diligence access for Qualified Bidders. The Debtors will provide a form of proposed asset purchase agreement (a “Purchase Agreement”) to each Qualified Bidder.
The Debtors (and their respective staff, agents, attorneys or representatives) make no representation or warranty as to the information to be provided through the due diligence process or otherwise, except to the extent set forth in the Purchase Agreement with the Successful Bidder (as defined below). Each Qualified Bidder, as a consequence of the due diligence access granted to it, shall be deemed to acknowledge and represent (i) that it has had an opportunity to inspect and examine the Debtors’ assets and business and to review all pertinent documents and information with respect thereto; (ii) that it is not relying upon any written or oral statements, representations, or warranties of the Debtors or Gerbsman Partners, or their respective staff, agents, attorneys or representatives; and (iii) all such documents and reports have been provided solely for the convenience of the Qualified Bidder, and the Debtors and Gerbsman Partners (and their respective employees, agents, attorneys, representatives, consultants and financial advisors) do not make any representations as to the accuracy or completeness of the same.

Bid Deadline

The deadline for submitting bids by a Qualified Bidder is June 25, 2014, at 4:00 p.m. (Pacific Daylight Time) (the “Bid Deadline”). No later than the Bid Deadline, a Qualified Bidder that desires to make a bid to acquire the Purchased Assets (a “Bid”) shall deliver written copies of its Bid in both written and electronic format to: (1) counsel for the Debtors, Dorsey & Whitney LLP, 305 Lytton Avenue, Palo Alto, CA 94301, email: murray.john@dorsey.com (“Mr. Murray”); and (2) Gerbsman Partners, Attn: Steven R. Gerbsman, email steve@gerbsmanpartners.com.

Determination of Qualified Bid Status

In order to be eligible for consideration as a Qualified Bid (defined below), each Bid must satisfy each of the following conditions:

(a) Marked Purchase Agreement: A Bid must be accompanied by a black-lined version of the Purchase Agreement (including any schedules or disclosures that are a part thereof) showing the purchase price and any changes to the Purchase Agreement requested by the Bidder, including those related to the assumption and assignment of contracts and licenses, and other material terms such that the Debtors may determine how such Bid compares to the terms of the Purchase Agreement and Competing Bids.

(b) Assets: Bids may be submitted for all or part of the Purchased Assets. Bids must identify, with specificity, which Purchased Assets are included in such Bid.

(c) Combining Bids: The Debtors, in their sole and absolute discretion, may determine that the sum of bids for less than all of the Purchased Assets is collectively the best and highest bid for all of the Purchased Assets and, upon such determination, may combine such bids.

(d) Joint Bids: Prospective Qualified Bidders may submit a “joint competing bid” for the Purchased Assets; provided, however, that the identity of each bidder participating in such “joint bid” must be disclosed in the Bid, and such “joint bid” will be subject to section 363(n) of the Bankruptcy Code.

(e) Conditions/Contingencies: Except as provided in the Purchase Agreement, a Qualified Bid must not be subject to material conditions or contingencies to closing, including without limitation obtaining financing, internal approvals or further due diligence.

(f) Authorization: A Bid must include evidence of authorization and approval, subject to verification by the Debtors and Gerbsman, from such Qualified Bidder’s board of directors or governing body with respect to the submission, execution, delivery and closing.

(g) Good Faith Deposit: Each Qualified Bid shall be accompanied by a good faith cash deposit in the amount of $250,000 in the form of a wire transfer, certified check or other form acceptable to the Debtors in their sole and absolute discretion. Each good faith deposit will be deposited and held in the trust account of Dorsey & Whitney LLP, counsel to the Debtors (“Dorsey”). Requests for wire transfer instructions should be directed to Mr. Murray.

(h) Evidence Of Financial Ability To Perform: Each Bid must contain evidence satisfactory to the Debtors, in their sole and absolute discretion, that the bidder is reasonably likely (based upon financial wherewithal, availability of financing, experience and other considerations) to be able to timely consummate a Transaction if selected as the Successful Bidder, and must further provide adequate assurance of future performance of all contracts and leases to be assumed and assigned. Such evidence must include, without limitation, the Qualified Bidder’s most current audited and latest unaudited financial statements or, if the bidder is an entity formed for the purpose of making a bid, the current audited and latest unaudited financial statements of the equity holder(s) of the bidder or such other form of financial disclosure, and a guaranty from such equity holder(s).

(i) Bid Irrevocable/Back-up Bid: A Bid must provide that it is irrevocable until two (2) business days after the closing of the Sale. Each Qualified Bidder further agrees that its Bid, if not chosen as the Successful Bidder, shall serve, without modification, as a Back-up Bid (as defined below) or Alternate Back-up Bid (as defined below) as may be designated by the Debtors at the Sale Hearing, in the event the Successful Bidder fails to close as provided in the Purchase Agreement, as modified, if at all, and the Sale Order.

(j) A written statement agreeing to being contractually bound by all of the terms of these Bid Procedures.

After the Bid Deadline, the Debtors will immediately review all Bids and will notify any Qualified Bidder whose Bid does not meet the above requirements why such Bid is insufficient. All Bidders shall have until June 30, 2014 (the “Qualifying Bid Deadline”), to cure any deficiencies in their Bids in order to become Qualified Bids. A Bid received from a Qualified Bidder on or before the Qualifying Bid Deadline that meets the above requirements, in the Debtors’ sole and absolute judgment, will constitute a qualified bid (a “Qualified Bid”). No later than five (5) days before the Sale Hearingall Bidders shall be notified whether or not their Bids are Qualified Bids. In the event a Bid is determined not to be a Qualified Bid, such Bidder shall be refunded its good faith deposit within three (3) business days of that determination.

Selection of Stalking Horse Bid

At any time prior to the hearing before the Bankruptcy Court to conduct the Auction of the Purchased Assets (the “Sale Hearing”), the Debtors may, in their sole and absolute discretion, designate a Qualified Bid as the “Stalking Horse Bid” submitted by the “Stalking Horse Bidder” for the Purchased Assets who shall execute the Purchase Agreement, subject to any modifications as agreed upon by the Debtors (the “Stalking Horse Purchase Agreement”). Such designation may result in a modification of these Bid Procedures. Immediately upon any such designation, the Debtors shall provide notice to all Qualified Bidders of such designation and provide such bidders with the Stalking Horse Purchase Agreement and the revised Bid Procedures, if any.

In the event the Debtors do not designate a Stalking Horse Bidder, each Qualified Bid will be designated a Competing Bid (defined below). At the Auction, the Debtors will announce one or more Qualified Bids to be the highest and best bid (s) for the Purchased Assets, in whole or in part, and the Auction will be conducted in accordance with the procedures set forth below.

The Auction and Sale Hearing

The Debtors shall hold the Auction at the Sale Hearing at the Bankruptcy Court before the Honorable Charles Novack, United States Bankruptcy Judge, at which time the Debtors shall conduct the Auction for Qualified Bidders to submit Bids for the Purchased Assets (each, a “Competing Bid” submitted by a “Competing Bidder”).

The Debtors and their advisors will conduct the Auction. At the beginning of the Auction, the Debtors shall announce (a) the Stalking Horse Bid or, in the event that no Stalking Horse Bid has been designated, one or more of the Competing Bids as the highest and best Bid(s) for the Purchased Assets (the “Opening Bid(s)”), and (b) the manner in which the bidding will be conducted. Any disputes arising with respect to any aspect of the Auction will be resolved by the Debtors in their sole and absolute discretion.

All Qualified Bidders, including the Stalking Horse Bidder, if any, may submit further Competing Bids, along with a markup or a further markup of the Purchase Agreement. The Auction will be conducted in rounds. All bidders are required to bid in each round or they forfeit their right to participate in subsequent rounds. At any time, a bidder may request that the Debtors announce the then current highest and best bid. If requested, the Debtors shall use reasonable efforts to clarify any and all questions any Qualified Bidder may have regarding the Debtors’ announcement of the then current highest and best bid. Bidders will have no longer than ten minutes between bidding rounds. If a bidder is not present in time to submit a bid in the next round, that bidder forfeits its right to participate in subsequent rounds.

In the event that a Stalking Horse Bidder is designated, each Competing Bid made at the Auction for the Purchased Assets in a single Transaction following announcement of the Opening Bid or Bids must be, at a minimum, equal to the sum of (i) the Purchase Price (as defined in the Stalking Horse Purchase Agreement); (ii) $250,000 representing the Break-Up Fee (defined below); and (iii) $500,000.00.

Each Competing Bid thereafter must be in increments of no less than the greater of (a) 5% of the Purchase Price (or, in the instance no Stalking Horse Bid is designated, 5% of the Purchase Price of the best and highest bid(s) as determined and announced by the Debtors prior to the Auction, and (b) $250,000; provided, however, that the Debtors reserve the right, in their sole and absolute discretion, to modify the incremental bidding requirement at the Auction.
An overbid made by a Competing Bidder must remain open and binding on the Competing Bidder for (a) each round of bidding, and (b) for those Competing Bidders not selected as the Successful Bidder for purposes of serving as a Back-up Bid or Alternate Back-up Bid (as defined below).

All bids must be in cash.

The Debtors may, in their sole and absolute discretion, (a) determine which Qualified Bid, if any, is the highest and best bid for the Purchased Assets, and (b) reject at any time before the entry of the Sale Order any bid that is (i) inadequate or insufficient, (ii) not in conformity with the requirements of the Bankruptcy Code or the Bid Procedures, or (iii) contrary to the best interests of the Debtors, the bankruptcy estates, and creditors and interest holders thereof.

At the conclusion of the Auction, the Debtors shall announce the winner of the auction (the “Successful Bidder(s)”) and request that the Court enter the Sale Order reciting the same.
The Debtors may announce at any time prior to or during the Auction such modifications to the Bid Procedures that they, in their sole and absolute discretion, believe will better promote the goals of the auction process and are in the best interest of the bankruptcy estates.

The Debtors may, in their sole and absolute discretion, prior to or during the auction, postpone or terminate the auction and the sale process without selecting any Bid as the Successful Bid. Neither the Debtors, their bankruptcy estates, employees, agents, attorneys, representatives, consultants nor financial advisors shall have any liability to anyone if the Debtors postpone or terminate the auction and the sale process.

The Debtors may modify these Bid Procedures if they determine, in their sole and absolute discretion, such modifications to be in the best interest of the bankruptcy estates.

Bid Protections

In the event the Debtors designate a Stalking Horse Bidder and the Stalking Horse Bidder is not the Successful Bidder, the Debtors shall pay in consideration of its being the Stalking Horse Bidder and to reimburse it for its reasonable and necessary out of pocket expenses, including all professional fees, an amount up to $250,000 (the “Break-Up Fee”) in accordance with the terms and conditions set forth in the Purchase Agreement and as approved by the Bankruptcy Court. If the Stalking Horse Bidder submits an overbid it will not be entitled to the Break-Up Fee. No other bidder will be entitled to any expense reimbursement, break-up fee, termination or similar fee or payment. Such payments are conditioned on the close of a Transaction.

“As Is Where Is”

The sale of the Purchased Assets will all be on an “as is, where is” basis without representations or warranties of any kind or nature, except to the extent set forth in the purchase agreement(s) with the Successful Bidder(s). Except as may be set forth in such purchase agreement(s), the Purchased Assets are sold free and clear of any and all liens, claims, interests, encumbrances, restrictions, charges and encumbrances of any kind or nature to the fullest extent permissible under the Bankruptcy Code, with such liens, claims, interests, encumbrances, restrictions, charges, and encumbrances to attach to the net proceeds of sale in their order of priority.

Conclusion of the Auction, Determination of the Successful Bidder and Sale Hearing

At the conclusion of the bidding, the Debtors shall (1) determine the Successful Bidder(s) on the basis of, among other things: (a) the amount of the Qualified Bid(s), (b) the number, type and nature of any modifications to the Purchase Agreement, and the extent to which such modifications are likely to delay the closing of a sale of the Purchased Assets and the costs attendant thereto, (c) the likelihood of the bidder’s ability to close a Transaction and the timing thereof; and (d) the net value to the Debtors; and (2) submit the highest and best bid, determined in the Debtors’ sole and absolute discretion, (the “Successful Bid”) for approval by the Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code. For avoidance of doubt, the Debtors, in their sole and absolute discretion, may select a combination of Qualified Bids for the Purchased Assets in multiple lots, in determining the Successful Bid(s).

Prior to the Debtors submitting a Successful Bid to the Bankruptcy Court for approval, such Successful Bidder shall present evidence to the Court establishing to the Court’s satisfaction such bidder’s provision of adequate assurance of future performance of executory contracts and unexpired leases to be assumed and assigned to such bidder.

Any Qualified Bidder that intends to request that the Bankruptcy Court make a finding under Bankruptcy Code Section 363(m) that such bidder’s purchase of the Purchased Assets or the assignment to it of an executory contract or unexpired lease is in good faith, shall, in advance of the Sale Hearing, file with the Court and serve on the Service Parties (as defined in Section 29-a of the Bid Procedures Motion), a written declaration of a competent witness demonstrating (a) the bidder’s good faith, and (b) the absence of fraud or collusion between the bidder and any other bidder, party or the Debtors or their representatives. The declaration must also disclose any facts material to the good faith determination, including:

(a) The bidder’s pre- and post-petition relationships with (i) any other bidder, (ii) the Debtors or the Debtors’ current or former officers, directors, agents or employees, and (iii) any of the Debtors’ major creditors or equity security holders;

(b) The bidder’s anticipated relationship after the sale with any of the Debtors’ current or former officers, directors, agents or employees;

(c) Whether any offers of employment or compensation have been or will be made to any of the Debtors’ current or former officers, directors, agents or employees; and

(d) Whether the bidder has paid or contemplates paying consideration in connection with the sale to any person other than the Debtors.

Prior to the conclusion of the Sale Hearing, the Debtors shall designate, in their sole and absolute discretion, the next highest and best bid to serve as the first back-up bid (the “Back-up Bid” of the “Back-up Bidder”), and one or more alternate back-up bids (each, an “Alternate Back-up Bid” of an “Alternate Back-up Bidder”), as applicable, for the Purchased Assets.

In the event the Successful Bid is approved, but not consummated by the closing date designated in the Stalking Horse Purchase Agreement (or such later date as the Debtors and the Successful Bidder shall mutually agree in writing), the Debtors will request that the next highest and best bid (i.e., the Back-up Bid), and the next highest and best bid to that bid (i.e., the first Alternate Back-up Bid), and so on, be approved without the necessity of further order of the Bankruptcy Court, and that such bidder be required to consummate the Transaction contemplated in its bid within seven (7) business days of being declared the Successful Bidder.

In the event a Successful Bid is not consummated, the Debtors shall notify each Back-Up Bidder and Alternate Back-up Bidder within one (1) day of such bidder’s designation as the new Successful Bidder, Back-up Bidder or next Alternate Back-up Bidder, as applicable.

The Debtors may, in their sole and absolute discretion, prior to or during the auction and sale process, postpone or terminate the auction and sale process without selecting any Bid as the Successful Bid. Neither the Debtors nor their bankruptcy estates, employees, agents, attorneys, representatives, consultants nor financial advisors shall have any liability to anyone if the Debtors postpone or terminate the auction and the sale process.

Treatment of Deposits

The good faith deposit of the Successful Bidder will be applied to the purchase price of such Transaction at the closing date of the Sale set forth in its Purchase Agreement.

The good faith deposit of each of the Back-up Bidders and Alternate Back-up Bidders will be held in held in Dorsey’s trust account until the earlier of five (5) business days after the close of the Transaction contemplated in the Successful Bid(s), and thereafter returned (with the interest earned thereon) to the Back-up Bidder and/or Alternate Back-up Bidder. The good faith deposits of any Bidder not selected as a Back-up Bidder or an Alternate Back-up Bidder will be held in Dorsey’s trust account until no later than two (2) business days after the Sale Hearing, and thereafter returned (with the interest earned thereon) to the respective bidders. If a Successful Bidder, Back-up Bidder, or Alternate Back-up Bidder, as applicable, fails to consummate an approved sale because of a breach or failure to perform on the part of such Bidder, the Debtors (a) shall retain the good faith deposit of such Bidder as liquidated damages resulting from the breach or failure to perform by such Bidder; and (b) be authorized, but not required, to consummate the Back-up Bid, or Alternate Back-up Bid, as applicable, without further notice or order of the Bankruptcy Court.

[1] Capitalized terms not otherwise defined herein will have the meanings ascribed to them in the Amended Motion for Order Approving Bid Procedures and Related Matters Re Sale of Certain Assets of Debtors (the “Bid Procedures Motion”)

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

Steven R. Gerbsman
Gerbsman Partners
(415) 505-4991
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

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Sale of ClearEdge Power, Inc.

On May 1, 2014, ClearEdge Power, Inc. (“ClearEdge”) and two of its subsidiaries (collectively, “ClearEdge Power”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for Northern District of California, San Jose Division (Case No. 14-51955)

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by ClearEdge (http://www.clearedgepower.com) to solicit interest for the acquisition of all or substantially all of ClearEdge’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “ClearEdge Assets”) and equipment, inventory and work-in-progress located at Clear Edge’s various facilities.

Please be advised that the ClearEdge Assets are being offered for sale pursuant Section 363 of the United States Bankruptcy Code. It is anticipated that the Bankruptcy Court will approve certain sale procedures within the next 30 days and sale procedures will set forth when and how bids, will be submitted, deposit requirements and if the bids are subject to overbids. Sale Procedures will be provided to interested parties as soon as they become available.

ClearEdge will use its best efforts to make its employees available to assist potential purchasers with due diligence and assist with a prompt and efficient transition at mutually convenient time.

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 ClearEdge Power Assets has been supplied by ClearEdge, by third parties and obtained from a variety of sources. 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 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.

Gerbsman Partners, and their respective staff and agents, (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 ClearEdge Power’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the ClearEdge Power Assets will be made pursuant to the Bankruptcy Code and will require approval of the United States Bankruptcy Court. All sales will be “as-is,” “where-is,” and on a “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 Gerbsman Partners. Without limiting the generality of the foregoing, Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge Power’s 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. Footnote (1)

SUMMARY OF HISTORICAL INFORMATION

ClearEdge Power, Inc. (“ClearEdge” or the “Company”) designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. The Company’s PureCell® fuel cell systems operate continuously in parallel with the electric utility, converting natural gas to electricity and useful heat through an ultra-clean electrochemical process. The PureCell systems can also continue to operate during a utility grid outage or, if appropriately configured, independent of the grid, providing a highly reliable source of electricity and heat to the customer’s facility. The Company’s value proposition for its customer base features three key elements: reduced utility expenses with an attractive economic payback, improved corporate sustainability through reduced greenhouse gas emissions, and highly reliable backup power capability to keep critical operations running.

ClearEdge fuel cell systems are based on an advanced and proven phosphoric acid fuel cell (“PAFC”) technology that features an industry-leading 10-year cell stack life. The Company manufactures and sells two systems that share common fuel cell stack components: a 5kW model (“PureCell® Model 5”) and a 400kW model (“PureCell® Model 400”). The individual systems can be combined with like power systems to scale to the ideal amount of power generation for the end user. The Company’s fuel cell solutions evolved from a 200 kW fuel cell power plant, the PureCell® system Model 200, that was in production from 1991 to 2008 and was installed at over 260 sites worldwide.

A major component of the Company’s business is providing comprehensive service for a fleet of over 125 operating fuel cell systems. All systems are remotely monitored 24/7 and the Company has developed a leading-edge prognostics health management system to identify potential problems, and corrective actions, before they occur. With over 11 million operating hours, more than 2 billion kWh of generated electricity, and a current fleet availability of 98%, ClearEdge’s fleet of phosphoric acid fuel cells has demonstrated world-class reliability and durability.

ClearEdge is headquartered in Sunnyvale, CA, and has a major engineering and manufacturing operation in South Windsor, CT and an engineering facility in Hillsboro, OR. In February 2013, ClearEdge acquired UTC Power, Inc., (“UTC Power”), formerly a subsidiary of United Technologies Corporation. ClearEdge acquired UTC Power largely to leverage advanced fuel cell technology, in which UTC Power invested nearly $1 billion over a 50-year period. The Company’s management team is made up of proven executives from the energy and high tech sectors. To date, over $130 million has been invested in ClearEdge and its Assets and Intellectual Property.

Target Markets:

The Company targets end user market segments that derive value from one or more of the following key product features: 1) continuous, highly-available power, such as telecommunications operations, data centers, high-technology industrials, supermarkets and hospitals, 2) highly-efficient, low cost electricity and heat, such as corporate campuses, mixed-use developments, multi-family housing, universities and schools, 3) ultra-clean, highly-reliable, continuous-duty distributed power, such as highly constrained utility territories, developing nations in need of massive power infrastructure development and markets that consider fuel cell power renewable such as South Korea and several U.S. states.

The geographic markets in the U.S. include states and utility regions that have a combination of high electric rates, low gas prices, and financial incentives that support the installation of fuel cells – currently California and the northeast and mid-Atlantic states. The Republic of South Korea is also a significant geographic market for ClearEdge fuel cells due to an on-going government initiative to motivate the installation of clean, distributed power.

Customers:

ClearEdge has strong customer relationships with blue-chip customers across a variety of vertical markets. A key factor in ClearEdge’s success has been the Company’s end-to-end customer support throughout the sales process, providing consultative services on applications and site design, turnkey project management and installation services, and comprehensive equipment services covering all aspects of the fuel cell system’s operation.

ClearEdge’s customers span a wide range of commercial and industrial sectors and include: Verizon, Samsung, CBS, First National Bank, Whole Foods Market, Coca-Cola, University of Connecticut, Saint Francis Hospital, Adventist Health, and Roche Pharmaceuticals. The Company also has several important utility customers including San Diego Gas & Electric and New York Power Authority in the U.S., and, GS Power, SK E&S, and Korea Southeast Power in South Korea. ClearEdge also has a field trial with BP in operation to power natural gas wellheads.

Intellectual Property:

As a result of over 50 years of fuel cell research and development, with nearly $1 billion of investments by UTC Power’s former parent United Technologies; ClearEdge has amassed a substantial body of intellectual property in the form of patents, trademarks, know-how and trade secrets. The Company currently has a total portfolio of 289 issued and pending patents and exclusive licenses. (see attached Patent and Licensing list).

The key intellectual property lies in the design, manufacture and operation of the fuel cell stack, as well as the design and integration of the highly efficient and complex fuel processing system. The Company’s intellectual property also includes the sophisticated embedded software control system that monitors and controls every aspect of the system. Key know-how exists for manufacturing methods, component design, system design, maintenance and serviceability, and applications such as fuel processing of biogas and digester gas. The Company has an exclusive license to patents that cover stationary solid oxide fuel cell (SOFC) and PEM fuel cell technology.

Current Situation:

ClearEdge has historically experienced strong growth and has been the leader in the field of stationary fuel cell systems. However, recent working capital constraints have created the opportunity for all or a portion of ClearEdge’s assets to be sold. The acquisition of these assets can enable the purchaser to realize significant short- and long-term value from the ClearEdge’s assets as ClearEdge maintains the ability to potentially scale within the context of sufficient working capital and a stronger balance sheet.

Financial data for ClearEdge is available during due diligence and is subject to an NDA.

The reasons why ClearEdge’s assets are attractive are:

1. Attractive Growth Industry – Distributed generation, clean energy industry which is experiencing tremendous growth due to the cost, environmental impact, and unreliability of the traditional utility service. ClearEdge’s proven, industry-leading fuel cell technology positions it for potential growth as the market for clean, distributed energy generation solutions continues to expand rapidly, as evidenced by Navigant Research’s projection for the stationary fuel cell market to grow at a CAGR of about 40% through 2018.

2. Market Position: ClearEdge is the only stationary fuel cell company that holds a significant share of the stationary fuel cell business in both major fuel cell markets of the U.S. and South Korea, and has the broadest range of solutions from residential to utility-scale applications.

3. Best in Class Technology – ClearEdge’s PAFC technology is the proven leader in cell stack durability (10 years) and system availability (98%), while maintaining competitive leveled cost of energy generation.

4. Excellent Relationships – ClearEdge’s strength has always been predicated on strong relationships, especially with its customers, with whom ClearEdge maintains long-term service agreements.

5. Diversified Base of Customers – ClearEdge has sold over 500 fuel cell systems in a wide range of commercial, industrial, institutional, residential and utility markets across a wide variety of geographies in the U.S. and South Korea. This allows the Company to avoid fluctuation in its revenues caused by adverse changes affecting any particular industry.

6. Third Party Financing Options – ClearEdge has worked with a group of outside financing sources for it product line.

7. Opportunity for Future Growth – Opportunities for growth can be realized by fully exploiting the market need for clean, continuous, reliable power solutions, and in taking advantage of the Intellectual property contained within its patent portfolio.

8. Potential Backlog and Pipeline: Prior to ceasing company operations, the Company had a strong sales pipeline for significant volume, in addition to a significant number of executed long-term service contracts. This information is available in the Due Diligence Documentation, and is subject to an NDA.

Management Team at ClearEdge (for information purposes only)[2]:

David Wright – President & Chief Executive Officer – David Wright is the President and Chief Executive Officer of ClearEdge. Prior to joining ClearEdge, he served as Chief Executive Officer and Chairman of GridIron Systems from February 2010 to July 2011. Prior to that, David was Chairman and CEO of Verari Systems from July 2006 to November 2009. He was Executive Vice President, Office of the CEO, Strategic Alliances and Global Accounts at EMC Corporation from July 2004 until August 2006. From October 2000 to July 2004, he served as President, Chief Executive Officer and Chairman of the Board of Legato Systems before EMC acquired the company in 2004. Prior to joining Legato, David had a 13-year career with Amdahl Corporation, where he had served as President and Chief Executive Officer from 1997 to 2000. Before joining Amdahl, David spent 11 years with IBM, serving in a variety of staff and management positions. David graduated from Xavier University with a BS in physics and a minor in mathematics.

Neal Starling – Executive Vice President, Sales, Marketing & Installation Services Neal Starling joined ClearEdge as the Vice President of Sales and Marketing in January 2012. Neal has more than 25 years of leadership experience in the power and electronics business. Prior to joining ClearEdge, Neal managed the Electrical Distribution Channel and held the position of Vice President and General Manager for the Energy Division in North America for TE Connectivity, a $12 billion global company in the energy, consumer electronics, healthcare, automotive, aerospace and communications industries.

Neal has also held senior sales, marketing and general management roles for Emerson, Edison International and Entergy Corp, achieving the highest revenue growth and profitability levels across multiple divisions. Neal is a graduate of Troy University and Executive programs at the University of Michigan – Stephen M. Ross School of Business.

Gloria Fan – Chief Financial Officer Gloria Fan brings in 20 years of experience in providing financial, operational and business leadership to high technology companies to her position as Chief Financial Officer at ClearEdge. Prior to joining ClearEdge in 2013, Gloria worked at Pinecone Energies, where she worked to develop Pinecone’s business model, raised capital and assisted one of Pinecone’s portfolio companies in building an infrastructure and prepare its IPO.

Prior to Pinecone Energies, Inc., Gloria worked for Bridgelux as CFO for four years. She raised over $60 million for Bridgelux and participated in the strategic development of company’s business. Prior to Bridgelux, she spent 13 years in the telecommunications industry. She worked at UTStarcom as Vice President of Finance and Global Business Operations for seven years. During her tenure at UTStarcom, the company had its IPO and grew its revenue from $186 million to $2.8 billion a year. Prior to UTStarcom, Gloria spent six years in various senior finance positions with P-Com, during which time the company had its IPO and grew its revenue from $4 million to over $300 million a year. Gloria received the “CFO of the Year” award by Silicon Valley Business Journal in 2008.

Zakiul Kabir – Chief Technology Officer Zakiul Kabir joined ClearEdge as the VP of Engineering in March 2006 and currently serves as the Chief Technology Officer. He joined the Company from United Technologies where for more than 13 years he held a variety of engineering and management positions, including head of Systems Engineering for Transportation Applications at UTC Power. His technical expertise include systems design, analysis and integration of PEM and phosphoric acid fuel cells for transportation and stationary applications, fuel processor development, and systems integration.

Zakiul has been awarded several patents. He graduated from City University of New York and Bangladesh University of Engineering and Technology with a graduate and an undergraduate degree in Chemical Engineering. Zakiul also completed the SDM Graduate Certificate Program in Systems Engineering from Massachusetts Institute of Technology.

Dave Anderson – Vice President, Product Management and Strategy Dave Anderson is responsible for Product Management and Strategy for ClearEdge. All product definition, business development and partner activities are focused in his organization. Dave has many years of experience as a high tech executive in complex systems with a full range of products including hardware, software and services. He was SVP and CTO of Amdahl Corporation for many years where he was responsible for all product operations.
Dave also held the position of CEO at numerous companies in various areas of technologies. In recent years, Dave has specialized in working with fast growing companies to create and market products that best fit customer needs.

Sathya Motupally – Vice President, Engineering Dr. Sathya Motupally leads the engineering and technology function at ClearEdge. He has spent the past 12 years developing world class transportation and stationary fuel cell products and solutions. Under Dr. Motupally’ s leadership, the fuel cell team has developed engineering solutions for best-in-class fuel cell reliability, performance while achieving cost reduction. Prior to ClearEdge, Dr. Motupally worked at the Gillette Company where he led a mathematical modeling team tasked with systems research.

Dr. Motupally received his Ph.D. in chemical engineering from the University of South Carolina and an MBA from Carnegie Mellon University. He is an elected member of the Connecticut Academy of Science and Engineering.

Bill Ferone – Vice President, Worldwide Service and Support William “Bill” Ferone joined ClearEdge as Vice President of Worldwide Service and Support in 2013. Bill is an executive with considerable experience in building and managing Field Operations functions from the ground up. He has run Service for Amdahl, Bay Networks and Nortel and a number of start-up companies. At ClearEdge, Bill is responsible for the Worldwide Service and Support team.

Katrina Fritz – Vice President, External Affairs & Corporate Strategy As the Vice President of External Affairs & Corporate Strategy at ClearEdge, Katrina Fritz is responsible for leading the company’s strategic planning and government relations initiatives. She actively represents ClearEdge’s interests in policy and regulatory affairs that impact fuel cells and the clean energy sector. Katrina joined ClearEdge in 2013 with the company’s acquisition of UTC Power. Katrina joined UTC Power in September 2010 after six years with Plug Power, where she was Vice President of Business Development and Government Relations. Before her tenure at Plug Power, Katrina served as Director of Operations for the Wright Fuel Cell Group at Case Western Reserve University. Prior to Case Western, Katrina held positions in marketing and organizational development for SCO UNIX, a software company in Santa Cruz, California and Watford, United Kingdom.

Katrina serves on the Board of Directors of the Fuel Cell and Hydrogen Energy Association, the Connecticut Fuel Cell and Hydrogen Coalition and the Advisory Board to the Pacific Clean Energy Application Center at University of California, Berkeley. She is also an active member and former Chair of the Alliance for Clean Energy New York Board of Directors and the Industry Advisory Panel to the California Stationary Fuel Cell Collaborative Katrina received a BA from the University of Michigan and an MBA from Case Western Reserve University.

Board of Directors:

James Kohlberg – Chairman – Chairman of Kohlberg and Company
David Wright – CEO of ClearEdge
Phil Angelides – Pres. Riverview Capital Investments
Ken DeFontes, Jr – retired CEO of Baltimore Gas and Electric
John Eastburn – Kohlberg Ventures
Andy Geisse – CEO of ATT Business Solutions
Frank Marshall – Partner at Timark LP and Big Basin Partners, x-VP Engineering at Cisco

The Bidding Process for Interested Buyers – To be provided as soon as the process is approved by the United States Bankruptcy Court.

Due Diligence:

Interested and qualified parties will be required to sign a nondisclosure agreement in the form attached hereto as Exhibit A to have access to the due diligence documentation (the “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 has an opportunity to inspect and examine the ClearEdge Assets and to review all pertinent documents and information with respect thereto; (ii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iii) 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.

Qualifying to Bid at Auction:

As previously discussed, ClearEdge’s Assets will be sold pursuant to certain sale procedures approved by the Bankruptcy Court. The Sale Procedures will be made available to interested parties as soon as they are approved by the Bankruptcy Court. Please note that at a minimum, the sales procedures will require that 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. In order to qualify to bid at the public auction sale, all initial bids must be accompanied by a refundable deposit check in an amount to be determined by the Bankruptcy Court. Please note that ClearEdge will require that all sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the ClearEdge Assets shall be the sole responsibility of the Successful Bidder.

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

Steven R. Gerbsman
Gerbsman Partners
(415) 505-4991
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

James Skelton
(949) 466-7303
jim@gerbsmanpartners.com

[1] INTERESTED PARTIES SHOULD SATISFY THEMSELVES THROUGH INDEPENDENT INVESTIGATIONS AS THEY OR THEIR LEGAL AND FINANCIAL ADVISORS SEE FIT. Any sale of the ClearEdge 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 ClearEdge and Gerbsman Partners. Without limiting the generality of the foregoing, ClearEdge and Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge 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.

[2] The biographical information concerning the current management of Clearedge is included for information purposes only. Although this sale is being conducted with Clearedge’s cooperation, this sale is strictly an asset sale pursuant to Section 363 of the United States Bankruptcy Code. Clearedge has no arrangement pursuant to which buyer of the Clearedge assets could be assured of the future services of any Clearedge officers or employees.

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Here is some cleantech news from Cleantech.

“An Azusa, Calif.-based advanced battery company looks to close $27M, ClearEdge Power brings in $15M and stealthy Khosla-backed Seeo raises $8.6M.

CFX Battery expects to have $27 million in the bank in the next 60 days, but the company is still keeping specifics of what it is doing on the quiet side.

The Azusa, Calif.-based advanced battery company’s CEO Joe Fisher told the Cleantech Group today that his company has secured $5 million of its $27 million Series B round, without disclosing investors.

The announcement was among at least three cleantech companies that secured venture capital financing today, according to regulatory filings. CFX would be the largest if it brings in the $27 million, which Fisher is confident it should be able to do quickly. He said the company is also open to new investors.

The company plans to use the funds to continue to advance its research and development, for manufacturing equipment as it scales up to production, for working capital related to the equipment, and potential acquisitions in the battery space, Fisher said.

“We’re looking for niche-type smaller companies that have good intellectual property and potential to fit into our portfolio,” he said.

Other funding announcements today included fuel cell micro-combined heat and power (CHP) generation system developer ClearEdge Power raising $15 million in its fifth round of financing. And Berkeley, Calif.-based Seeo, a Khosla Ventures-backed company, raised more than $8.6 million in new venture capital financing (see Khosla-backed Coskata, EcoMotors come out of stealth and Stealthy Khosla-backed battery startup driving economic makeover?).

ClearEdge Power, which has locations in California and Oregon, manufactures what it said it are highly efficient CHP systems for residential and small commercial buildings, based on its expertise in fuel cells, fuel processing and systems integration.”

Read the full article here.

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