Monday, March 15, 2010

“There is Nothing Worse Than Karaoke in the Bayou”

Shortly after we organized New World Merchant Partners, we were retained by a former client of mine that owns and operates a technology-based company in what can only be called beautiful, but rural, Louisiana. As Andrew Glashow and I handle New World’s financial advisory and corporate finance activities, we hastily arranged a trip to see the facility and to meet management and other important personnel.
As Andrew was flying from Boston and I was flying from New York, we decided to take flights that would deliver us to Charlotte at approximately the same time so that we could review the materials together on our flight to New Orleans. Unfortunately, the only flights that worked in this regard left New York at 5:30am and left Boston at 6:30am. I thought that this was probably a good hour to travel as there would be no delays. In New York, it was amazing how many people were actually awake at 3:00am. Believe it or not, the ride to the airport was slow as a result of traffic. Additionally, security at the airport was actually crowded and slow. Go figure.
I arrived in Charlotte on time and boarded the next plane. There was no sign of Andrew, so I sent him several texts to inquire as to where he was and whether he would arrive in time for the flight. As the flight attendants started to close the doors, I received Andrew’s text – he was sprinting through the airport. As Andrew was not in his seat, which was next to mine, the flight attendant gave his seat to a standby passenger over my objections. Two minutes later, Andrew arrived and was graced with the window seat in the last row, which does not recline, and which was adjacent to the overly-perfumed lavatory. He was also lucky enough to be seated next to a “chatty Kathy”, a non-stop talker. Basically, Andrew entered “travel hell”. I was seated next to a woman who insisted on looking at everything which I was reading, and commenting on it. I stopped reading.
After arrival in New Orleans, Andrew and I went to pick up our rental car. As luck would have it, there was no reservation for Andrew Glashow, only for Andre Glashow. To this day, we often refer to Andrew as Andre.
Our client’s facility was located about three hours north of New Orleans, which meant that we travelled through the bayou, into Mississippi and then back into Louisiana. You can drive for hours and basically not see anything other than trees and the occasional car.
We spent the day at the client’s facility, and found its management, facility, business, and technology to be very impressive. We relaxed during the evening and joined our client for dinner and drinks before returning to our hotel.
When we arrived back at the hotel, we were informed by the staff that it was karaoke night and that we should head to hotel bar. The scene was out of a bad movie – drunk locals singing everything from Eddie Money to The Eagles to Guns ‘n Roses – sometimes with shirts on, sometimes with shirts off, sometimes even singing the wrong song. Its not that they were off-key or off-tempo – they had no key or tempo whatsoever. Lyrics simply did not have anything to do with the music. It was a “train wreck”. Our bartender, a woman with few remaining teeth and a few too many tattoos for anything other than the circus, was singing along at the top of her lungs.
A few “clear thinkers” in and Andrew and I got to witness what happens when crowds become ugly – one karaoke singer was just too touchy with a friend’s girlfriend and he was abruptly yanked off-stage by his “friends”. After the skuffle, the din continued and we concluded that there is nothing worse than karaoke in the bayou.

Wednesday, March 10, 2010

"Clear Thinkers"

Shortly after we founded New World Merchant Partners, Andrew, Joe, and I had to devote a substantial amount of time discussing the types of transactions on which we wanted to focus. We are all very different.
· Andrew could sell snow to an eskimo and can tell you in short order whether a particular transaction is capable of completion;
· Joe wants to build businesses as a principal – a long-term, capital intensive process that builds substantial equity if it is successful and correct choices are made and extremely costly and time-consuming if it is not successful or if we choose incorrectly; and
· I am an executor – my expertise is to review companies, determine proper transaction structure and remedial steps, determine proper participants in the transaction, and take all steps necessary to bring the transaction to closure.
I felt that each of these activities needed to be meshed together to give us short-, medium-, and long-term projects which would maximize our own opportunities for success. As you can imagine, there were numerous disagreements, all very good natured, regarding focus, timing, risk, etc.
We all found that our ability to create order out of our collective chaos was maximized with what my friend and client Bill Brock has termed “Clear Thinkers”. A “Clear Thinker” is a vodka martini, shaken, no vermouth, with either a couple of olives or a twist. After a few “Clear Thinkers”, we found that we all shared a pretty consistent vision of our initial operations with relatively few details subject to further discussion. We also found that the Whiskey Blue Lounge at the W Hotel at 49th and Lexington Avenue in Manhattan is a particularly good venue for clear thinking.
The martini has been described as “the King of Cocktails”. Bernard DeVoto remarked “[The martini] . . . is the supreme American gift to world culture”, and Nikita Kruschev called the martini “ . . . America’s lethal weapon”.
For New World Merchant Partners and its principals, Andrew Glashow, Joe Berkovitz, and me (Bob Brown), the martini gave us our chance to focus, cut through the clutter with “clear thinking”, and determine a common platform upon which we would build New World Merchant Partners.

Saturday, March 6, 2010

"Who are we?" and Cast of Characters

New World Merchant Partners is a team of finance, investment banking, legal, marketing, and technology professionals with extensive experience in assisting companies and their principals in achieving their business objectives, capturing opportunities, and posturing companies for success.

Structuring creative solutions for our clients companies is our expertise and passion.


Our focus has been on the following:

Corporate Finance
Reverse Mergers
Mergers & Acquisitions
Management Buyouts and Other Leveraged Acquisitions
Strategic Alternatives Reviews
Recapitalizations
Defensive Device Strategy and Execution
Divestitures
Buy-Side/Sell-Side Representation
Business Model Analysis
Corporate Identity


Our three initial partners are our founders. A little background may be in order here, although their full bios are available at newworldmp.com/expertise.aspx:

Andrew J. Glashow. Andrew is an investment banker specializing in micro cap transactions in the $5MM-$50MM range. He has twenty years of experience in the capital markets and in all phases of business start-up and growth, including feasibility studies, business plans, equity and debt funding, private placements, reverse mergers and IPOs.

Joseph Berkovitz. Joe is a serial web entrepreneur and SEO/SEM/marketing expert. In December 2001, Joe co-founded 123Movers.com (a consumer to business lead generating website). Joe and his cofounder grew the operation from a home based business to a multimillion dollar enterprise in the course of just two years. In January 2005, Joe sold 123Movers to Dominion Enterprises, (formerly Trader Publishing, a wholly owned subsidiary of Cox Enterprises and Landmark Communication), for an undisclosed multi-million dollar amount.

Bob Brown (Me). I was a corporate and securities lawyer from 1989 through July 2009 and am a deal-maker specializing in transaction structuring and execution. I have participated in approximately 230 public securities offerings involving an aggregate of approximately $13 billion of debt securities and approximately $6 billion of equity securities, as well as in numerous merger and acquisitions. I have extensive experience structuring, negotiating, and effecting private and public financings.

Our cast of characters includes an individual who is not a partner or employee, as well.

Zachary Schenkler. Zach is a consultant who serves as our Chief Technical Officer, and handles our technical policies, software development and client analysis engagements. From 2002 to 2006, Zach worked with Joe at 123movers.com and served as the Director of Business Development. In this position, he specialized in Strategic Partnerships, new technical development, SEO, search marketing and media buys with the purpose of driving significant traffic and return. From October 2006 to October 2009, Zach founded and led the efforts for Owebz, a start-up organization focused on providing strategic business consulting and software development initiatives for its' clients.

Joe, Andrew, and I came together in August 2009 to discuss working on a single project together, but after way too much discussion, decided that there were innumerable opportunities and that we should form a firm, Our Firm. Zach was interested in working with us on an ad hoc basis initially as a consultant.

The initial period of pseudo-operations, from August 2009 to late September 2009, was chaotic - Andrew, who is based in Newport, Rhode Island, had a beautiful office; the rest of us had no office and basically found that any free pace would suffice - Starbucks, our living rooms, the W Hotel lobby in Manhattan, etc. This worked for a while, but we were surprised how much traction we gained in the marketplace. Andrew came to our firm with several engagements in hand. My former legal clients sought to engage us for strategic and financial advisory services. Joe's expertise attracted Web entrepreneurs in search of partnership, guidance, and expertise. We needed a facility where we could execute, brainstorm, plan, and concentrate without major distraction. Frankly, we needed an office in the New York metropolitan area, but that will be the subject of a future post.

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My purpose in creating this blog is to document our progress, friendship, successes, failures, and periodic brilliance, as well as the development of our merchant banking/financial and strategic advisory/investment banking firm. I hope to supplement my episodic posts with some actual kernels of knowledge and encourage readers/followers (if any) to contact us if we can be of assistance in any of our areas of expertise.