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Posts Tagged ‘Gerbsman Partners’

Update to the Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Spinal Restoration, Inc.

Posted in Uncategorized, tagged , , , , , , , on December 18, 2013| Leave a Comment »

Update to the Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Spinal Restoration, Inc.     
Further to Gerbsman Partners e-mail of December 8, 2013 and December 3, 2013 regarding the sale of certain assets of Spinal Restoration, Inc., I attach the draft legal documents and wire transfer information below, that we will be requesting of bidders for certain Assets and Intellectual Property of Spinal Restoration, Inc.  All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreement.  Any and all of the assets of Spinal Restoration, Inc. will be sold on an ‘as is, where is’ basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

I would also encourage all interested parties to have their counsel speak with Erik S. Romberg, Esq., counsel to Spinal Restoration, Inc.

For additional information please contact Erik S. Romberb Esq, 512 320 9278
erikromberg@andrewskurth.com

Account Name                  Andrews Kurth LLP – IOLTA Attorney Trust Acct

Account Address              600 Travis, Suite 4200

Account City, State           Houston, Texas 77002

Account Number              2000019291578

Bank Name                      Wells Fargo Bank, N.A.

Bank Address                  420 Montgomery St

Bank City, State               San Francisco, California 94104

Bank ABA Code              121000248

Swift Code                       WFBIUS6S

Attention                          Veronica Ramirez, 713.220.4205

Reference                        Spinal Restoration

Please review in detail, the “Bidding Process for Interested Buyers” below.

The key dates and terms include:

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” 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 is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Spinal Restoration Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Spinal Restoration Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, January 10, 2014 at 3:00 p.m. Central Daylight Time (the “Bid Deadline”) at Spinal Restorations’ office, located at 9600 Great Hills Trail Ste. West 150 Austin, Tx. 78759. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Spinal Restoration, Inc.).  The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are the unsuccessful bidder.

Spinal Restoration reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Spinal Restoration will require the successful bidder to close within a 7 day period. Any or all of the assets of Spinal Restoration will be sold on an ‘as is, where is’ basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Spinal Restoration Assets shall be the sole responsibility of the successful bidder and shall be paid to Spinal Restoration at the closing of each transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com  

Kenneth Hardesty
ken@gerbsmanpartners.com

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Gerbsman Partners – Bidding Process Procedures for the Sale of certain Assets and Intellectual Property of Spinal Restoration, Inc.

Posted in "Date Certain M&A Process", Gerbsman Partners, tagged , , , on December 9, 2013| Leave a Comment »

Bidding Process Procedures for the Sale of certain Assets and Intellectual Property of Spinal Restoration, Inc.    
Further to Gerbsman Partners e-mail of December 3, 2013 regarding the sale of certain assets of Spinal Restoration, Inc., I attach the draft legal documents that we will be requesting of bidders for certain Assets and Intellectual Property of Spinal Restoration, Inc.  All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreement.  Any and all of the assets of Spinal Restoration, Inc. will be sold on an ‘as is, where is’ basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

I would also encourage all interested parties to have their counsel speak with Erik S. Romberg, Esq., counsel to Spinal Restoration, Inc.

For additional information please contact Erik S. Romberb Esq, 512 320 9278
erikromberg@andrewskurth.com

Please review in detail, the “Bidding Process for Interested Buyers” below.

The key dates and terms include:

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” 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 is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Spinal Restoration Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Spinal Restoration Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, January 10, 2014 at 3:00 p.m. Central Daylight Time (the “Bid Deadline”) at Spinal Restorations’ office, located at 9600 Great Hills Trail Ste. West 150 Austin, Tx. 78759. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Spinal Restoration, Inc.).  The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are the unsuccessful bidder.

Spinal Restoration reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Spinal Restoration will require the successful bidder to close within a 7 day period. Any or all of the assets of Spinal Restoration will be sold on an ‘as is, where is’ basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Spinal Restoration Assets shall be the sole responsibility of the successful bidder and shall be paid to Spinal Restoration at the closing of each transaction.

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

Steven R. Gerbsman

Gerbsman Partners

steve@gerbsmanpartners.com

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

Philip Taub

Gerbsman Partners

phil@gerbsmanpartners.com

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“Terminating/Restructuring Prohibitive Real Estate, License, Payables & Contingent Liabilities”

Posted in Uncategorized, tagged , , on November 12, 2013| Leave a Comment »

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San Francisco, November, 2013
“Terminating/Restructuring Prohibitive Real Estate, License, Payables & Contingent Liabilities”
Gerbsman Partners has been involved with numerous national and international equity sponsors, senior/junior lenders, investment banks and equipment lessors in the restructuring or termination of various Balance Sheet issues for their technology, life science, medical device and cleantech portfolio companies. These companies were not necessarily in Crisis, had CASH (in some cases significant CASH) and/or investor groups that were about to provide additional funding. In order stabilize their go forward plan and maximize CASH resources for future growth, there was a specific need to address the Balance Sheet and Contingent Liability issues as soon as possible.

Some of the areas in which Gerbsman Partners has assisted these companies have been in the termination, restructuring and/or reduction of:

1.  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, computer and hardware related leases and senior and sub-debt obligations. To date, Gerbsman Partners has terminated or restructured over $810 million of such obligations. These were a mixture of both public and private companies, and allowed the restructured company to return to a path of financial viability.
2.  Accounts/Trade payable obligations – Companies in a crisis, turnaround or restructuring situation typically have accounts 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 enterprise value based on the reality and practicality of the situation.
3.  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 track record in this area.
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 79 Technology, Life Science and Medical Device companies and their Intellectual Property,, through its proprietary “Date Certain M&A Process” and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in Boston, New York, Washington, DC, Alexandria, VA, San Francisco, Orange County, Europe and Israel.

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GERBSMAN PARTNERS
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

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Gerbsman Partners – Successful “Date Certain M&A” of a Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.

Posted in "Date Certain M&A Process", Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Steven R. Gerbsman, Uncategorized, tagged , , , , on October 21, 2013| Leave a Comment »

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San Francisco, October, 2013
Successful “Date Certain M&A” of a Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.
Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and James Skelton, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a venture capital backed, Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.

Gerbsman Partners provided Crisis Management and Investment Banking leadership, facilitated the sale of the business unit’s assets and its associated Intellectual Property. Due to market conditions, the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

1.  Crisis Management and technology/digital marketing 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 Receiver;
4.  Communicate with the Board of Directors, senior management, senior lender, 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 79 Technology, Life Science, Medical Device, Solar 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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Bell and Howell – Intellectual Property/Patent Acquisition Opportunity – Gerbsman Partners

Posted in Bell and Howell, Gerbsman Partners, Inetellectual Property, Uncategorized, tagged , , , , on October 1, 2013| Leave a Comment »

San Francisco, October, 2013

Intellectual Property/Patent Acquisition Opportunity from Bell & Howell

As part of Gerbsman Partners (http://gerbsmanpartners.com) focus for maximizing value of Intellectual Property, I am attaching for your review and potential interest, two Patents for acquisition from the owner, Bell & Howell, LLC (http://bellhowell.net).  The Patents (US Patent Nos. 6,157,924 and 6,701,315, see attached) cover the same technology, which enables users to select and manage his/her preferences for receiving information from a business.

Bids for the sale of the patents will be due on November 8, 2013 and will be subject to “The Bidding Process” which will be forwarded in a separate email.

Patents (US Patent Nos. 6,157,924 and 6,701,315
Title:     Systems, Methods, and Computer Program Products for Delivering Information in a Preferred Medium  (US Patent Nos. 6,157,924 and   6,701,315)

Inventor: Pamela Sue Austin

Assignee/Owner: Bell and Howell, LLC

Abstract: The ‘924 Patent and the ‘315 Patents relate to data processing systems, methods and computer program products for delivering information in medium (or media) as selected by a customer (“user”) of a business.

Description: The ‘924 Patent and the ‘315 Patents cover the same technology. The technology enables a user to select and manage his/her preference for receiving information from a business.  The user can pick one or more communication methods for delivery, including methods such as printed material,  e-mail, HTML (browser readable), FAX, or any other method.  The solution works by allowing a user to set up a profile in a preference management system with the information provider which reflects his preference. The system will automatically reformat the information, for each user that setup a profile, to be able to deliver via the preferred delivery method.  In addition, the integrity of information delivered to a user is verified to ensure a record of delivery is available.

Innovation: The invention allows a business to deliver information and messages via one or many messaging formats based on the preference of each individual user.  In a nutshell, it allows a business to provide the information a user wants, how they want it.

Advantages: Alternative messaging via print and electronic mediums has become necessary for businesses to stay competitive, be able to satisfy customer preferences, and stay current with emerging technologies. The invention facilitates alternative messaging between businesses and a user wherein a variety of delivery media can be utilized to communicate information.

Market Potential & Application Domain: The ‘924 Patent and ‘315 Patent are very attractive to any business delivering information or communications to its customers in multiple formats.  Potential market segments that could benefit from use of the invention include:

1.         Credit card companies (Billing, membership solicitations, special offers, etc)

2.         Travel companies (Airlines, travel agencies, etc)

3.         Music and book clubs

4.         Corporations (Annual and Quarterly reports, SEC documents, proxies, meeting announcements, etc)

5.         Banks (Statements, notifications, etc)

6.         Insurance companies (Statements, solicitations, etc.)

7.         Utilities (Statements, etc)

8.         Universities (Acceptances and rejections, fund raising solicitations, course listings, grades, statements, etc)

9.         Large charities (Museums, orchestras, religious charities, benefit organizers, etc)

10.      Retailers (Catalogs, special offers, credit card solicitations, etc)

11.      Professional societies (IEEE, APS, ACS, etc)

12.      Political parties

13.      The US and state governments

14.      United States Postal Service

Technological Key Words: Alternative messaging; preference and enrollment database

Market Key Words: Alternative messaging; one-to-one marketing, multi-channel messaging, electronic delivery, EBPP

About Bell and Howell, LLC

Bell and Howell is a leading global provider of multi-channel communications solutions, providing messaging technologies for print, Web and mobile delivery.  They are dedicated to drive positive growth for their customers, and their suite of solutions are designed to be open, flexible, solve unique customer needs, and enable the highest quality and lowest cost production of highly relevant customer communications. Supporting these solutions is one of the largest dedicated service organizations in the industry. Headquartered in Research Triangle Park, N.C., the company maintains development and manufacturing facilities in Wheeling, Ill., Bethlehem, Pa., Rochester, N.Y., Dallas, Texas, and Waterloo, Ontario, Canada. For further information, please visit http://www.bellhowell.net.

About Gerbsman Partners

Gerbsman Partners is a private investment bank focused on maximizing value for stakeholders of Intellectual Property companies.  Gerbsman Partners and its Board of Intellectual Capital has helped maximize Intellectual Property stakeholder value for 79 technology, medical device, digital marketing, social commerce, life science and solar companies through our proprietary “Date Certain M&A Process” and has restructured/terminated over $ 810 million of prohibitive real estate and equipment leases, sub-debt and creditor issues. Since 1980, Gerbsman Partners has been involved in over $ 2.3 M&A, financing and restructuring transactions.

If you have any interest in the acquisition of these Patents, please call:

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

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

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