Client Profile

Bernard Technologies, Inc. (“BTI” or “Company”) developed a proprietary controlled release technology,called Microsphère®,preventing and eliminating biological contamination transparent to manufacturers and consumers. Founded in January 1994, with corporate offices in Chicago, a manufacturing subsidiary in the Rep. of Singapore,Bernard Technology Asia Pacific (“BTAP”). Microsphère® combines food-grade compatible components to microbicide and odor neutralizers, effective in controlling viruses, bacteria molds, algae. The active compound is a broad-spectrum microbiocide (chlorine dioxide) with no known microbial resistance, currently in drinking water, paper bleaching, and medical/food disinfectants. The BTI Microsphère® technology addresses the microbial contamination problem with controlled release, solid state system that mitigates contamination, eliminates/reduces odor caused by microorganisms - Microatmosphère®, a vapor phase system that controls biological contamination without direct surface contact.

Situation

BTI was unable to obtain funds in order to continue operation of its business in the ordinary course and preserve its intellectual property (“IP”) portfolio. Without funding, the Company was not able to make monthly license payments owed Southwest Research Institute (“SwRI”) under an exclusive license agreement. BTI filed for voluntary protection under Chapter 11 of the Bankruptcy Code in late December 2004. During the Chapter 11 process, BTI was unable to obtain additional funding to operate its business and pay the licensing payments to SwRI. As a result, the case converted to a Chapter 7 proceeding and a Trustee was appointed.

Solution

SSG Capital Advisors, L.P. was retained by the Chapter 7 Trustee in May, 2005 as the exclusive investment banker regarding the sale of substantially all of the assets of BTI. On June 13, 2005 proposed bidding procedures for the BTI Section 363 sale process were filed with the Bankruptcy Court for the District of Delaware with BarrierSafe Solutions International as the stalking horse buyer. The sale of BTI’s assets to BarrierSafe, including the assumption of the exclusive license agreement with SwRI, was approved by the Court on July 27, 2005 and the transaction closed the next day. The SSG professionals involved in the transaction were J. Scott Victor (Managing Director), T.J. Haas (Vice President) and Luis A. Pillich (Associate).

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