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PUBLIC NOTICE OF ARTICLE 9 SALE: Old Nassau Imports, LLC

PUBLIC NOTICE OF UCC ARTICLE 9 SALE: OLD NASSAU IMPORTS, LLC

1. Executive Summary. Double Cross Spirits, LLC (“Agent”), on behalf of and as agent, proxy, and attorney-in-fact for each of the secured parties listed on Exhibit A (each individually, a “Secured Party”, and collectively, the “Secured Parties”), will conduct, through its counsel, Greenberg Traurig, LLP (the “Greenberg Traurig”), on Wednesday, September 1, 2021, at 11:00 a.m. ET or such later date and time as provided below (the “Auction Date”), a disposition of the below-described collateral by public sale (the “Auction”). To participate in the Auction, you must comply with the Participation Requirements set forth below by 4:00 p.m. ET on Tuesday, August 31, 2021 (the “Qualification Deadline”). The below-described collateral includes all fixtures, personal property, and intellectual property of Old Nassau Imports, LLC, including the Double Cross Vodka brand.

2. Debtor. The debtor is Old Nassau Imports, LLC (the “Debtor”), which operates under the Double Cross Vodka brand.

3. Secured Parties. The Secured Parties are listed on Exhibit A. Each Secured Party has appointed the Agent as its agent, proxy, and attorney-in-fact, with full power and authority to conduct this public sale of the Property (as defined below) on such Secured Party’s behalf.

4. Agreements and Legal Authority Pursuant to Which the Sale Is Held.

  1. The Non-Negotiable Super Senior Convertible Notes issued by the Debtor to each Secured Party; and
  2. The Security Agreements (collectively, the “Security Agreements”) executed by the Debtor in favor of each Secured Party.

The foregoing documents, along with any other documents related thereto, are collectively referred to as the “Loan Documents.” The Auction is taking place in accordance with the Loan Documents and the provisions of the Delaware Uniform Commercial Code, Section 9-101 et seq. (the “UCC”) as a result of certain defaults by the Debtor under the Loan Documents.

5. Date, Hour, and Manner and Terms of Sale. The Auction will be conducted on the Auction Date at 11:00 a.m. ET virtually by online video conference using Zoom or similar platform (with a telephonic option for those who wish to dial in by phone only) (the “Video Platform”). Subject to applicable Federal, state, and local laws and rules related to the COVID-19 pandemic, there may also be the ability of qualified bidders to request to attend the Auction in-person. The Agent intends to conduct the Auction on behalf of the Secured Parties through its counsel, Greenberg Traurig. The Agent reserves the right to appoint a licensed auctioneer or other entity to conduct the Auction. The Auction may be recorded and/or transcribed.

The Property will be sold to the highest qualified bidder for cash, or the credit against the outstanding indebtedness of the Debtor held by the Secured Parties. Please be advised that the Agent, on behalf of and as agent, proxy, and attorney-in-fact for each Secured Party, reserves the right to credit bid, and may credit bid, at the public sale of the Property.

The Secured Parties have a first-priority security interest in the Property. The total amount due to the Secured Parties as of August 16, 2021, is $10,857,114.83. The Property will be sold free and clear of the liens of the Secured Parties and any subordinate security interests in the Property.

6. Description of Property to Be Sold. All the Debtor’s right, title, and interest in and to the Debtor’s assets described in the Security Agreements (collectively, the “Property”), including, without limitation, the following:

  1. The following Property (wherever located, whether now existing or hereafter from time to time arising or acquired):
    1. all fixtures and personal property of every kind and nature including all accounts (including health-care-insurance receivables), goods (including inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, commercial tort claims, general intangibles (including all payment intangibles), money, deposit accounts, and any other contract rights or rights to the payment of money;
    2. all proceeds and products of each of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Company from time to time with respect to any of the foregoing; and
  2. All registered and unregistered intellectual property collateral owned by the Debtor, including, without limitation, the following:
    1. any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished, registered or unregistered, and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (collectively, the “Copyrights”);
    2. any and all trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements, and confidential information, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;
    3. any and all design rights which may be available to the Debtor now or hereafter existing, created, acquired or held;
    4. any and all trademark and service mark rights, slogans, trade dress, and tradenames, trade styles, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of the Debtor connected with and symbolized by such trademarks (collectively, the “Trademarks”), including, without limitation, these registered Trademarks.
    5. any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;
    6. any and all licenses or other rights to use any of the Copyrights or Trademarks and all license fees and royalties arising from such use to the extent permitted by such license or rights;
    7. any and all amendments, extensions, renewals and extensions of any of the Copyrights or Trademarks; and
    8. all proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

The Property also includes, without limitation, these patents.

A complete description of the Property and related documents can be obtained by contacting the Agent as indicated herein.

7. Participation Requirements. To participate in the Auction and obtain admittance to the Video Platform, before the Qualification Deadline, each prospective bidder must contact the Agent at [email protected] and [email protected] and provide (i) current contact information, including a mailing address, telephone number, and email address; (ii) such adequate assurances of the bidder’s ability to perform as the Agent may reasonably request; (iii) an agreement by the bidder, for itself and its representatives, that the Auction may be recorded; and (iv) a sale deposit of $50,000 (the “Sale Deposit”) by bank wire transfer, certified or cashier’s check, or other form of payment that the Agent may agree to in writing. The Agent may also require a prospective bidder to execute a confidentiality agreement. The Sale Deposit will be held in escrow and will be credited against the purchase price of the Property on a dollar-for-dollar basis if the bidder is the successful purchaser of the Property at the Auction. All Sale Deposits (except that of highest bidder) shall be returned within three (3) business days of the conclusion of the bidding.

8. No Warranties. The Property will be sold “AS IS, WHERE IS,” “WITH ALL FAULTS,” and “WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE,” and subject to taxes, special assessments and liens that have been levied or assessed, and/or are unpaid or unsatisfied (none of which will be paid by the Agent or the Secured Parties). The Property is being sold without recourse to the Agent, the Secured Parties, their attorneys, or their representatives. The Agent, individually and on behalf of and as agent, proxy, and attorney-in-fact for each Secured Party, does not claim title to the Property being sold hereunder and disclaims any warranty of title, possession, quiet enjoyment, and the like in the sale.

The Agent, individually and on behalf of and as agent, proxy, and attorney-in-fact for each Secured Party, and Greenberg Traurig make no representation or warranty as to (i) state or condition of title, (ii) physical, financial, or environmental condition, (iii) existence, validity, or amount of any liens or claims senior or pari passu to that of the Secured Parties, or (iv) value of or income produced or that may be produced by the Property.

9. No Fees Payable. No person shall be entitled to any expense reimbursement, brokerage fee, breakup fee, “topping,” termination or similar fee or payout from the proceeds of the Auction.

10. Postponement of Public Sale. The Auction scheduled on the date set forth above may be postponed. In such event, an announcement of postponement of the scheduled sale will be made by the Agent at the currently proposed date and time of the Auction and by the Agent contacting all qualified bidders by email.

11. For Additional Information. If you seek any additional information regarding the Auction or the Property, please contact legal counsel for the Agent, Greenberg Traurig, at: Eric Howe (612-259-9716; [email protected]) and Peter Kieselbach (612‑259‑9714; [email protected]).

GREENBERG TRAURIG, LLP
Eric Howe and Peter Kieselbach
90 South 7th Street, Suite 3500
Minneapolis, MN 55402
612-259-9716; [email protected]
612-259-9714; [email protected]

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