'Date Certain M&A Process' - Intellectual Property Transaction Advisory
Through our targeted and proprietary ‘Date Certain M&A Process’, Gerbsman Partners has developed a focused and proven action plan for maximizing the value of Intellectual Property and associated Intellectual Capital in a transactional environment.
Applying these processes we have to date maximized the enterprise value for over 115 companies and their Intellectual Properties in a diverse range of industries, including technology, life science, medical devices, digital marketing/social commerce, cyber security, fuel cells, and solar energy.
In this service practice we have extensively worked with distressed as well as healthy companies with the charter to maximize the values of their respective intellectual properties. The majority of them shared a number of common characteristics:
Distressed IP-Based Enterprise
- Stakeholders/shareholders made a strategic decision that access to future capital would be limited either by the initial investment group(s) or by market conditions.
- A decision was made or implied that existing management could not take the company forward and/or there were major issues with the business model.
- The company(s) typically had 0-8 months of CASH available.
- The Board of Directors and Shareholders wanted a “Clean” exit (no formal bankruptcy, ABC – Assignment for the Benefit of Creditors). Basically a settlement of outstanding issues that demonstrate the Board is meeting/has met their fiduciary responsibilities, no potential lawsuits against “Deep Pocket” equity investors and a reduction of the significant time the Board and Shareholders are spending at/on the company.
Healthy IP-Based Enterprise
- Board of Directors wanted to maximize the value of the Intellectual Property and other associated assets.
- Have performed R&D, quality assurance, CE and/or FDA approval
- Have a working Beta test or field operable product(s)
- Have patents, trademarks, copyrights, logos, systems, processes, and channels of distribution and other Intellectual assets to potentially leverage
- Have a select team dedicated to the management and leveraging of Intellectual Capital that can maintain and develop additional product offerings
- Have CASH availability of 6-18 months
It is our experience that normal due diligence and monitoring activities are insufficient in order to maximize the value of an IP investment. Equity sponsors and controlling shareholders must often determine whether existing management has the capability and/or experience to develop and support its own marketing and distribution channels to complete a Strategic Intellectual Property Audit and manage a transaction to leverage the value of their IP.
With our extensive experience in maximizing stakeholder and shareholder value, a priority focus is on ensuring the legal ownership of the Intellectual Property. And, through our international network of equity sponsors, debt and bondholder sources, investment banking, legal and accounting relationships, we can assist these companies in identifying and formalizing strategic relationships, licensing agreements or M&A transactions. Our goal is the enhancement of revenue streams for healthy companies and the discovery of hidden IP values, and to positioning a distressed enterprise to maximize its transactional value for the stakeholders at interest.
Gerbsman Partners is available to act as your representative in the sale or a date-certain M&A process of both healthy and distressed Intellectual Property assets, including copyrights, trademarks, brands, patents as well as web-based and other intangibles, and other trade secrets associated with a given technology. This includes working with the board, management and key Intellectual Capital personnel, shareholders, vendors, creditors and prospective buyers or licensees. We will then conduct due diligence in the industry and directly market the intellectual property through an extensive network of industry and complementary business contacts.
- What is Intellectual Property?
- IP Valuation
- Typical Scenario
- Action Plan
- Advantage of ‘Date Certain M&A Process’ over over ABC
- Advantage of ‘Date Certain M&A Process’ over standard M&A
- International Presence
- Managing Principal
- Board of Intellectual Capital
- Industry Experience
- Fees & Business Practices