Intellectual Property Bid Package
Transcription
Intellectual Property Bid Package
Page - 1 - of 17 Intellectual Property Bid Package Contact: Liquid Asset Partners 616.719.5917 for info Buyers need to be pre-qualified 24 hours in advance to bid Telephone Auction – April 23rd 1pm -1- Page - 2 - of 17 March 21, 2012 To Whom It May Concern: Please accept this correspondence as the introduction from Liquid Asset Partners LLC with regard to the Auction of Blonder Accents, LLC Intellectual Property (Blonder IP). On January, 19th, 2012 the U.S. Bankruptcy Court in Cleveland, OH appointed our firm to handle the sale of the Blonder Accents IP (case 11-20552). We greatly appreciate your interest in this opportunity and sincerely hope you will be able to join the auction. Introduction Contact: Liquid Asset Partners 616.719.5917 for info. Telephone Auction – April 23rd 1pm. Buyers must pre-qualify for the auction 24 hours in advance. Lot 1: All of Blonder IP Lot 2a: Wallcoverings portion of Blonder IP. Lot 2b: Home Accents portion of Blonder IP. Note: If the combined aggregate of lots 2a and 2b do not exceed the bid for Lot 1, then the I.P. will be sold to only Lot 1. If the combined aggregates of Lots 2a and 2b exceed Lot 1, then those portions will be separated (some financial data will overlap, but the rights to the product lines of each will be separated). Company Teaser Since 1918, Blonder has been one of the nation’s largest providers of wallcovering and home décor accessories. Blonder was known for its wallcoverings, including wallpaper, borders, wall murals, and appliqués. Blonder also offered home décor accessories for bath, kitchen, and entertaining, including coordinating textiles. They also had brand partnerships with April Cornell and Jim Shore. Blonder products -2- Page - 3 - of 17 complement every lifestyle and bring total style coordination to the home. Blonder had manufacturing partners all over the world and maintained a showroom for their home décor accessories in New York City. Their customers throughout North America include specialty and gift shop dealers, decorating centers, home improvement stores, and other national and regional retailers. Blonder: “Our passion is creating great home décor design, style and value for our customers to offer to consumers of all ages and walks of life.” Sales History 2003 - $64 million + 2004 - $53 million + 2009 - $30 million + 2010 - $18 million + 2011 - $7.5 million + Markets Blonder was in two distinct industries: Wallcoverings and Home Accents. Their wallcoverings business was one of the nation’s largest for the past 20 years supplying big box retailers as well as thousands of smaller industry stores. Their home accents business was new in the past 10 years, but it quickly grew and earned clients like Wal-mart, Bed Bath & Beyond, Menard’s, Lowe’s, and many others. Trademarks & Patent info included The Intellectual Property includes, without limitation, the following: (i) trademarks; (ii) a copyright; (iii) software licenses; (iv) product licenses; (v) customer lists; and (vi) good will. The trademarks and the copyright are in the name of The Blonder Company, but the Trustee believes that all of the Intellectual Property listed in this Exhibit was purchased by the Debtor pursuant to an Asset Purchase Agreement dated April 6, 2011 by and among the Debtor, as purchaser and The Blonder Company (“Blonder”), WCO Decorating, Inc. (“WCO”), the TBC Sample Book Corporation (“TBC” and, together with Blonder, WCO and TBC, the “Blonder Group”) and Jeff Hastings, in his capacity as the court appointed receiver for the Blonder Group (“Receiver”) in the case captioned Citizens Bank of Pennsylvania v. The Blonder Company, et al., Case No. CV-11-752715 in the Cuyahoga -3- Page - 4 - of 17 County Court of Common Pleas (the “Action”). It is therefore the Trustee’s belief that the trademarks and the copyright are included under the definition of Intellectual Property which can be sold as part of the Sale Property. Although the trademarks and the copyright are subject to a security interest held by Citizens Bank of Pennsylvania (“Citizens”), 512 William Penn Place, Pittsburgh, PA 15219 and recorded 8/9/2010 at Reel/Frame 4271/0755 in the U.S. Patent and Trademarks Office (the “PTO”) assignments database at http://assignments.uspto.gov/assignments/, the Trustee has confirmed that this security interest was previously released by Citizens, and that Citizens no longer has a security interest in the Intellectual Property. Citizens will be taking the necessary steps to have an appropriate release filed with the PTO. The Trustee is continuing to obtain information with respect to the Intellectual Property and this information is therefore subject to change. U.S. Trademark Registrations owned by The Blonder Company (as of December 30, 2011) Trademark Registration No. 2,977,005 Registration Date 7/26/2005 Blonder Home Accents (and design) 3,069,645 3/21/2006 NEXTWALL 3,880,687 11/23/2010 Blonder Home Accents (and design) -4- Trademark Description Class 16 - Wallpaper sample books, appliques in the form of decals, but not featuring blond-colored products. Class 21 - Bath accessories, namely, soap holders and toothbrush holders, but not featuring blond-colored products. Class 27 - Wallpaper, but not featuring blond-colored products. Class 16 - Wallpaper sample books, appliques in the form of decals, but not featuring blond-colored products. Class 27 - Wallpaper, but not featuring blond-colored products. Class 27 - Wallcoverings. Page - 5 - of 17 U.S. Copyright Registration owned by The Blonder Company (as of December 30, 2011) Type of Work: Text Registration Number / Date: TX0007238827 / 2010-04-19 Application Title: NextWall Web Site (March 2010) Title: NextWall Web Site (March 2010) Description: Electronic file (eService) Copyright Claimant: The Blonder Company. Address: 3950 Prospect Avenue, Cleveland, OH, 44115, United States. Date of Creation: 2010 Date of Publication: 2010-03-14 Nation of First Publication: United States Authorship on Application: The Blonder Company, employer for hire; Domicile: United States; Citizenship: United States. Authorship: text, compilation, editing. 331/1941237v1_21365-0002 Physical Assets Included - 100+ boxes of Standards of Home Accents line for sourcing production. - Files of Wallcovering artwork - Files of licensing agreements - Servers and Computers of Blonder - Hard Drive Backup of Server – (sample of data is listed below) Digital Files Included - Accounting File, 889 Folders, 14,354 Files, 11.2 GB of information (some is password protected, which we may or may not be able to open) - Product Information Master File, 1,651 Folders, 4,218 Files, 1.25 GB of information - Sales & Inventory Reports File, 210 Folders, 12,531 Files, 4.3 GB of information -5- Page - 6 - of 17 Sample of Photo Catalogues -6- Page - 7 - of 17 -7- Page - 8 - of 17 Bid Qualification Requirements Parties interested in bidding on the Blonder IP will be required to send Liquid Asset Partners a confidential letter from their financial institution showing proof of financial wherewithal to close a transaction up to the highest amount they would bid. If a party reaches their maximum bid approval amount, they will not be allowed to continue bidding. So any interested parties should plan to be pre-approved above their maximum amount. Bid Process The Auction is open to a Stalking Horse bid up to 48 hours before the auction which would be used as a basis for the bidding. Any group chosen as the Stalking Horse will be allowed a 5% breakup fee and any overbids would need to be 10% over the Stalking Horse. The Auction will be a telephone conference where all bidder’s names and companies will be announced at the start. Bidding will go in a round robin format with the order picked randomly by Liquid Asset Partners. Each group will be allowed one pass. Bidding will be at a minimum 5% increment from the starting bid. For More Info Our sales team: 616.719.5917 Mike Sagorski – Sales Manager [email protected] William Bell – Sales & Marketing Director [email protected] Randy Williams – Sales Associate [email protected] JT Thatcher – Sales Associate [email protected] Info on Pages 10-17 shows a sample of “Screen Shots” of the files on the Server. -8- Page - 9 - of 17 Screen Shot of Accounting Files for reference You are able to drag these larger to read better. -9- Page - 10 - of 17 - 10 - Page - 11 - of 17 - 11 - Page - 12 - of 17 - 12 - Page - 13 - of 17 - 13 - Page - 14 - of 17 - 14 - Page - 15 - of 17 - 15 - Page - 16 - of 17 - 16 - Page - 17 - of 17 - 17 -