You CAN order weights and sneakers with your Echelon or you can use what you have. We had an extra set of 5 pound weights that we both use with the bike. And the bike has toe cages, so I ride with my regular sneakers (versus using spin shoes). We did order a thin exercise mat to place on the garage floor. It's more to protect the floor than the bike. We also keep a fan near the bike, since our garage doesn't have air conditioning.

So let's talk about how the bike works, and how we use it. The Echelon is a smart bike, and they offer live spin classes (which are then available AFTER each class in their app just like the Peleton classes). If you take the Echelon classes, you can connect your phone or tablet to the bike. It tracks cadence, resistance and your calorie output.


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If I've never done spinning, do you recommend a studio class first? I think that depends. For me? I probably wouldn't make this type of investment without having taken spin classes. I would want to be sure that I was going to USE the bike.

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So you knew it wouldn't be long before there would be more stories spinning out of the "Money Heist" universe. After all, last year Netflix extended its deal with creator Alex Pina, with talk of a new show about Spanish multimillionaires living in splendor in luxurious underground bunkers during the COVID crisis while those above ground suffered and died.

For those who have remained oblivious to "Money Heist," here's a little background. The spinoff is called "Berlin" not because it is set in or has any connection to the German city but because it's the nickname of the charming and erudite but crafty and cold-blooded Andres de Fonollosa (Pedro Alonso), an often brilliant criminal tactician who feeds off danger like a parasite on skin. In the original series, the gang planning to break into the Royal Mint of Spain all had monikers of great cities: Rio, Tokio (Tokyo), Helsinki, Nairobi, Mosc (Moscow), Bogota, Palermo and, of course, Berlin.

Netflix has unveiled a new trailer for its Money Heist Berlin spin-off series. After the success of the original Money Heist, which catapulted the series into a Korean spin-off, Netflix continues to expand the franchise.

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In Money Heist, a group of strangers (all nicknamed after cities) band together to rob the Royal Mint of Spain with a plan created by the Professor (lvaro Morte) and executed by Berlin (Pedro Alonso). New spin-off Berlin focuses on an earlier period in his life, which is touched upon in flashbacks in the later seasons of the original show. Find the trailer, which debuted at Netflix's Tudum event, below.

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Spin-offs continue to be a prominent feature of the deal landscape; new transactions are announced on an almost weekly basis. For example, Barnes & Noble recently said that it plans to spin off its Nook business, eBay said that it would spin off PayPal, and Hewlett Packard announced that it would spin off its printer and computer business. A total of approximately 51 separation transactions have been announced so far this year. The tally was not quite as high in 2013, but still robust; approximately 42 transactions were announced.

Another important feature of spin-off transactions that receives less attention, but that can make these transactions very attractive, is the opportunity for parent companies to raise capital, monetize their interest in the companies being spun off, and reduce indebtedness. Although spin-offs, by themselves, do not generate cash for the parent or its stockholders, the transaction planners can use a variety of techniques to achieve monetization and recapitalization goals.

The transaction planners must also consider the capital structure, solvency and financing issues that they would take into account in creating a monetization structure that relies on borrowing. In particular, they must take steps to ensure that both the parent and the spin-off company will be solvent going forward, and will have sufficient access to financing to meet their capital needs. In addition, the transaction planners must take into account the state of the IPO market; in these transactions, much more than the traditional spin-off, they must manage market risk. And they must consider what governance arrangements they will establish during the period between the IPO and the distribution of any shares that remain in the hands of the parent following the IPO.

Sponsored spin-offs involving a public company parent and a private equity firm investor are relatively unusual. Examples include a 2006 transaction in which Alberto Culver spun off Sally Beauty, with buyout firm Clayton Dubilier & Rice acquiring a 47.5% interest in Sally Beauty. Another example is a 2007 transaction in which Marshall Ilsley Corporation spun off Metavante Corporation, with financial sponsor Warburg Pincus acquiring a roughly 25% stake in the spin-off company.

Partial spin-off. The transaction planners might also consider a partial spin-off, in which they distribute some but not all of the subsidiary shares. They might couple the partial distribution with subsidiary borrowings to generate cash for the parent. Then, at a later stage, the parent could generate additional proceeds by selling the balance of its shares in the spun-off company. Partial spin-offs raise tax concerns as generally the rules require the distribution of all stock and securities of the spin-off company held by the parent unless the parent can establish that the retention of spin-off company stock or securities was not to avoid federal tax.

Partial spin-offs are also relatively unusual, but there are a few examples. Ralcorp spun off approximately 80% of its interest in Post Holdings in 2012. In connection with this transaction, Post Holdings borrowed approximately $175 million in term debt and delivered a portion of the proceeds to Ralcorp. Ralcorp later distributed the balance of its shares in Post Holdings to its stockholders.

The Ralcorp-Post Holdings spin-off involved a debt-for-debt exchange in which Post Holdings issued debt to Ralcorp, which then exchanged this Post Holdings debt for Ralcorp debt that was held by a third party investment bank. The bank later sold the Post Holdings debt to the public.

Morris Trust and Reverse Morris Trust transactions. Spin-offs are often completed as part of a so-called Morris Trust or Reverse Morris Trust transaction, in which the spin-off is coupled with the sale of a business to a third party acquirer. In a Morris Trust transaction, the parent company creates a subsidiary that will operate the business that will continue to be owned by the parent company stockholders. The parent company retains the assets that the third party wants to acquire. The parent company then spins off the subsidiary to the parent company stockholders, and the third party combines with the parent company. In a Reverse Morris Trust transaction, the parent company spins off the assets that the third party wants to acquire. The third party then acquires the spun-off company, and the parent continues to operate as a streamlined entity.

Morris Trust and Reverse Morris Trust transactions raise considerable tax planning complexities. In general, unless a strict set of IRS requirements can be satisfied, the spin-off will be treated as taxable to the parent. Among other things, as a general matter, after the merger, the stockholders of the parent should continue to hold more than 50% of the stock of the companies that are combined in the merger. e24fc04721

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