PUBLIC NOTICE OF ARTICLE 9 SALE: Fizz & Bubble, LLC

AUCTION OF ALL ASSETS OF FIZZ & BUBBLE, LLC- JAN. 26TH BID DEADLINE

1. What is Being Sold? Substantially all of the assets of Fizz & Bubble, LLC, an Oregon limited liability company (“Debtor”), including the Debtor’s right, title, and interest in and to all intellectual property (including, without limitation, domain names, common law trademarks, formulations and trade secrets, customer lists and social media accounts), as well as equipment (other than leased property), inventory, and accounts (collectively, the “Assets”).

2. What is the Debtor’s Business? The Debtor owns and operates a business and assets related thereto outside of Portland, Oregon publicized as “creating, manufacturing, and distributing skin softening and rejuvenating skin products, such as soaps, scrubs, lotions, and bubble bath.” For more information, check out its website here.

3. Article 9 Sale. This auction (“Auction”) will be conducted, and this public notice is being provided, pursuant to Section 9-610 of the Uniform Commercial Code (“UCC”), as adopted in the State of Utah and any other applicable jurisdictions, and any other applicable law.

4. Who is the Seller? Decathlon Alpha III, L.P. (“Secured Party”) is the seller. The Debtor has granted a security interest in all of the Assets to the Secured Party to secure Debtor’s obligations to the Secured Party.

5. When and Where is the Auction? The Auction will be held on February 2nd at 10 am CT and there is an initial bid deadline of January 26th at 3 pm CT. It will be held at the law firm of Fredrikson & Byron, 200 South Sixth Street, #4000, Minneapolis, MN 55402 but open bidding shall be conducted via video conference. Only Qualified Bidders and their representatives may attend; credentials to be supplied to Qualified Bidders.

6. More Information – Who to Contact? Please email [email protected] for more information, to get a copy of the bid procedures (“Bid Procedures”), to express your interest in becoming a Qualified Bidder, and/or to schedule a due diligence session.

7. Terms and Conditions. The following Terms and Conditions (in addition to the Bid Procesures) apply to the Auction:

1. The Auction is a public sale. The winning bid will be chosen in the Secured Party’s sole discretion through weighing many factors including, but not limited to, the amount of consideration, type of consideration and proposed terms.
2. While, in general, offers must be made with cash, credit bid or cash equivalent, a waiver of this requirement is in the sole discretion of the Secured Party. As such, the Secured Party, if it deems advisable, will designate a second party as back-up bidder in the event that the successful bidder is unable to consummate the anticipated transaction. If, at any point, the successful bidder or backup bidder is unable to fulfill its commitments, its deposit will be forfeited. The Secured Party may, in its sole and absolute discretion, waive this forfeiture.
3. The Assets will be transferred via a Secured Party Bill of Sale with no representations, no warranties (whether express or implied) and all Assets sold, “as-is, where-is, with all faults.”
4. The Secured Party will provide access to a data room and other information to qualified, interested parties provided that a confidentiality and non-disclosure agreement (“NDA”) is signed by the interested party and is on file. Each entity that executes an NDA shall be deemed to acknowledge and represent that (i) it is bound by the Terms and Conditions of Sale and Bid Procedures; (ii) it has an opportunity to perform due diligence on the Assets of the Debtor; (iii) it is not relying upon any written or oral statements, representations, or warranties of the Secured Party, or its staff, agents or attorneys; (iv) all provided documents and reports have been provided solely for the convenience of interested parties and neither the Secured Party nor its staff, agents or attorneys, make any representations as to the accuracy or completeness of same; (v) the Debtor is subject to a Chapter 11 bankruptcy proceeding currently pending in the United States Bankruptcy Court for the District of Oregon as Case No. 19-34092; and (vi) the Secured Party has obtained relief from the automatic stay with respect to the Assets.
5. The information contained in the data room or otherwise provided to qualified, interested parties, has been provided by the Debtor. Neither the Secured Party nor its staff, agents or attorneys, has independently verified such information, nor do they warrant the truth or accuracy of any statement made therein. Interested parties are solely responsible for performing their own due diligence to determine the nature, value, fitness for use and status of the offered Assets through independent investigation by themselves and their legal and financial advisors.
6. Any person that wishes to bid at the Auction must first become a Qualified Bidder. To become a Qualified Bidder, such person must no later than 3:00 p.m. (Central Time) on January 26, 2021 submit to Secured Party a package (collectively, a “Bid Package”), as specified in the Bid Procedures, which are available to interested parties.