PLEASE TAKE NOTICE that on February 8, 2021 at 5:00 P.M. (EDT), or such later date designated below (collectively, the “Auction Date”), due to certain defaults under the Credit Agreement (defined below) and the related loan documents (the “Loan Documents”) substantiating a certain loan or loans (collectively, the “Loan”), and pursuant to and in accordance with New York – Uniform Commercial Code Sections 9-101 et seq. (the “UCC”), Walking Company Acquisition LLC, 1800 Avenue of the Stars, 3rd Floor, Los Angeles CA 90067 (tele: 310-405-3134) or its assignee, successor, designee or sub-agent (collectively, the “Lender”), under that certain Credit Agreement, dated as of June 29, 2018, (as amended, the “Credit Agreement”), shall dispose of, by public sale (the “Auction”), which shall be held by sealed bid and, in certain circumstances, videoconference (described below) on Zoom or similar service, the following items (collectively, the “Collateral”):
(i) except as provided in (ii), all right, title and interest in and to all of the assets pledged to secure repayment of the Loan by (a) The Walking Company, (b) Big Dog USA, Inc., (c) Abeo Footwear, Inc., (collectively, the “Borrowers”), and (d) The Walking Company Holdings, Inc., the parent of the Borrowers (“Parent”); provided however,
(ii) (a) the Collateral SHALL NOT, for purposes of the Auction, include the equity interests in the Borrowers held by the Parent, or the equity interests of Parent, or of certain other entities, all of which equity interests were pledged to secure repayment of the Loan; and (b) Liabilities of the Borrowers SHALL NOT be assumed in connection with any sale hereunder.
The Collateral consists primarily of inventory (shoes, apparel and accessories), intellectual property (trademarks and copyrights and several patents), accounts, accounts receivable, cash, cash equivalents and contract rights (goods in transit) of the Borrowers. Inventory will be located primarily in a distribution center(s) in North Carolina.
As further described in the Terms of Sale (also available in the data room upon executing the form Non-Disclosure Agreement linked on https://www.braunco.com/the-walking-company/ (the “Website”)), only bidders that are eligible to bid (“Qualified Bidders”), will be permitted to participate in the Auction. Among other requirements, Qualified Bidders will be required to sign a Confidentiality Agreement before accessing the data room, and by no later than February 4, 2021 at 5:00 P.M. (EDT) (the “Bid Qualification Date”), execute a Certification of Qualifications, deliver a deposit of $2,000,000, demonstrate that they have liquid assets in excess of $15,000,000 and meet certain other legal and financial criteria of Lender. If there are no Qualified Bidders, Braunco, Inc. (the “Auctioneer”) may sell the Collateral to the Lender any time after the Bid Qualification Date on the basis of a credit bid of all or part of the Loan. By February 8, 2021 at 5 P.M. (EDT), Qualified Bidders must submit a written, binding, unconditional cash bid to the Auctioneer in order to have their bid considered. All Qualified Bids within $1 Million of the highest bid will be eligible to participate in a video conference auction on February 10, 2021 at 12:00 P.M. (EDT) (on a “Virtual Auction Site”), to which all such Qualified Bidders will be invited by the Auctioneer. The starting bid in the video conference auction will be the highest of the sealed bids. However, if there are no Qualified Bids within $1 Million of the highest bid, Auctioneer may sell the Collateral to the Qualified Bidder with the highest sealed bid.
The Collateral is offered AS IS, WHERE IS, WITH ALL FAULTS, and neither the Lender nor any person acting for or on behalf of the Lender makes any express or implied representation, warranty or guarantee of any kind. The Collateral will be sold without recourse of any kind. Each bidder must make its own inquiries concerning the Collateral. The Collateral will only be sold as a block.
There are other conditions to the Auction which can be found on the Website. This notice is for informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any interests in any securities or assets. The debtor is entitled to an accounting of the unpaid indebtedness after Auction at a charge of $1,000.