SEALED BID PACKAGE
Premier Jeweler Brand Name
(Including related Intellectual Property)
Bid Deadline: 4:00 pm PT, January 13, 2017
For More Info: 800-758-TIGER (800-758-8443) | TigerGroup.com | [email protected]
Overview
• Tiger presents an extraordinary opportunity to own the intellectual property rights to the Simon Golub
brand name. The Company has been an established brand since 1922.
• The tangible assets of Simon Golub are in process of being sold.
• For nearly 100 years, Simon Golub was a leading manufacturer and supplier of designer diamond rings
and bands, loose diamonds, gemstones and sterling silver pieces. Headquartered in Seattle,
Washington, the company grew to include 14 sales offices throughout the world spanning four
continents.
Sealed Bid Deadline. January 13, 2017 at 4:00 pm PT
Live Bid Auction. January 16, 2017 (to occur in the event of competitive sealed bids, as explained further
in the bid procedures).
Deposit Requirements. Bids must be accompanied by a 10% deposit of total bid submitted in the form of
Cashier’s Check or Wire Transfer.
Bidder’s Premium. A Bidder’s Premium of fifteen (15%) percent will be added to the price of winning bid.
\
Bids will be reviewed and assessed for the highest and best offers, and may be subject to a round of
competitive bidding based on the subjective determination of competitive offers.
For more information, contact:
Kevin Brockland | [email protected] | (636) 399-9465
Offering. Per the court designated Receivership in the matter of Simon Golub (the “Company”), Tiger
Group, LLC., (“Tiger”), by and on behalf of David Stapleton (“the “Receiver”), hereby offers for sale through
a Sealed Bid auction (the “Auction”) any and all rights, including but not limited to the Simon Golub brand
name and related Intellectual Property (the “Property”). All bids submitted to Tiger are subject to the terms
and conditions specified below.
Serial
Number
86144641
77482166
76353710
76353709
Registration
Number
4571780
3557187
2718722
2635049
WordMark
SIMONGOLUB
SGS
SIMONGOLUB&SONS
SGS
Check
Status
TSDR
TSDR
TSDR
TSDR
Live/Dead
LIVE
LIVE
LIVE
LIVE
Representation and Warranties. Tiger, the Assignee, and the Company represents and warrants that:
(a) It has and will continue to have the legal right, power and authority to conduct a public auction and
to execute any documents required to record or otherwise support the transfer.
(b) To the best of their knowledge, the Property is duly registered.
(c) If any one or more of the provisions of this Property are found to be invalid, illegal, or unenforceable,
then such provision(s) shall be stricken from this Auction and shall not affect the validity, legality or
enforceability of the remainder of the Property.
Confidentiality. Recipients of this sealed bid package, along with any supporting documentation, accept
the information provided as Confidential Information. Recipient further agrees to use this information only
for purposes related to its contemplated bid upon the property defined herein. In the event Recipients
choose not to submit a bid for the Property, or are unsuccessful in their bid for any of the Property,
Recipients agree to promptly discard all information received and treat any such information as confidential
in all respects.
Disclaimer. Tiger makes every effort to provide accurate information about the Property being sold;
however, in no way is accuracy of same guaranteed by Tiger, the Assignee, or the Company. Neither
Tiger, Assignee, nor the Company will assume responsibility for Bidder errors. It is Bidder’s full
responsibility to confirm the accuracy, condition nature and status of Property offered for sale. All
purchasers must Independently investigate and confirm any information or assumptions on which any bid
is based. When provided, all materials, including but not limited to, descriptions and photos, are offered as
a guide only. All Bidders are entering into these transactions entirely on the basis of Bidder’s own
investigation and judgment and shall not act in reliance upon any representation of, or information furnished
by Tiger, the Assignee, or the Company. Any decision to purchase or not to purchase is the Bidder’s sole
and independent decision. No recourse or cause of action will lie against Tiger, the Assignee, or the
Company should purchaser become dissatisfied with its decision at a later date.
All items are sold by Tiger, the Assignee, or the Company “AS-IS, WHERE IS” and “WITH ALL FAULTS”,
and representation or warranty of any kind, and without any corresponding grant of rights or clearance from
any third parties. Since Property may, depending upon its use, infringe upon or affect third party rights,
Buyer acknowledges and agrees that is I shall be solely responsible for acquiring all appropriate rights and
clearances from mall third parties. Such rights and clearances include, but are not limited to, third party
copyright, trademark, patent, trade secrets, and privacy rights.
All dates and terms herein are subject to change by Assignee or Tiger.
ALL BID FORMS & DEPOSITS MUST BE PROVIDED TO
TIGER GROUP, LLC
NO LATER THEN 4:00 P.M. PT ON JANUARY 13, 2017
BID INSTRUCTIONS & TERMS AND CONDITIONS
1.
Sealed Bid Sale. All Property is being offered for sale in accordance with the terms of the retention
of Tiger Group, LLC (“Tiger”) by David Stapleton, Receiver in the matter of Simon Golub. Tiger will offer
for sale, through a Sealed Bid Process (the “Sale”), certain assets (collectively referred to as the “Property”)
of Simon Golub (the “Company”).
2.
Bid Deadline. All bids must be submitted to Tiger on or before 4:00 pm PT, January 13, 2017 (“Bid
Deadline”). Bids received after the Bid Deadline may not be considered.
3.
Required Bid Documents. All bids must include the following:
a. Completed and signed Bidder Qualification Form
b. Tiger’s receipt of a deposit (the “Deposit”) in the form and amount as defined below.
4.
Deposits. All bids must be accompanied by a deposit equal to ten (10%) percent of the total bid
price in U.S. Dollars. Deposits may be submitted in the form of wire transfer, cashier’s check, or other
certified funds made payable to Tiger Group. The successful bidder’s deposit will be applied toward the
purchase price of the Property. Unsuccessful bidders will have their deposits returned in full, by Tiger,
within ten days of rejection of their bid.
5.
Due Diligence. All prospective bidders are responsible to complete their own due diligence prior
to submitting a bid for the Property. Tiger shall endeavor to support such due diligence efforts; however,
under no circumstances shall bidder rely on any information provided by Tiger the Assignee, or the
Company.
6.
Notice. Bidders may be advised by notice(s) of additions, deletions or alterations in any document
forming a part of the Bid Package any time prior to the Bid Deadline.
7.
Submission of Bid. Bids must be completed and delivered to Tiger on the Bid Form provided.
Except as otherwise permitted by this Bid Package, all bids submitted must be unconditional and without
alteration to the Bid Form. All bidders must complete, execute and return to Tiger the Bid Form, executed
by the bidder together with the required deposit before any bids will be considered. Bids must be delivered
by hand or mail to Tiger Group, LLC 340 N. Westlake Blvd., Suite 260, Westlake Village, California 91362
to the attention of Kevin Brockland or by email, provided all applicable deposit requirements have been
met, to [email protected]. All bids must be received on or before 4:00 p.m. PT,
January 13, 2017.
8.
Bidder’s Premium. A Bidder’s Premium of fifteen (15%) percent will be added to the price of
Property purchased.
9.
Bids Are Irrevocable. By submitting a bid, the bidder is making an irrevocable offer to purchase
the Property bid upon. The bidder acknowledges and agrees that by submission of its bid, it is accepting
the terms and conditions set forth in these Instructions, Terms and Conditions of Bid and none other. Upon
submission of a bid, the offers contained therein are irrevocable.
10.
Bids Are Submitted In Whole or In Part: All Bidders acknowledge that all bids submitted are
subject to consideration and acceptance by Tiger. Tiger reserves the right to accept or reject, in whole or
in part, each bid submitted by a Bidder. Tiger reserves the right to add to, group, withdraw, re-catalog
Property in this Sale, as well as the right to reject any bid for any reason. Tiger further reserves the right
to sell the Property prior to the bid deadline, reject any and all other bids received and cancel the Sealed
Bid.
11.
Reservation of Rights. Any bid conditioned upon any change in any of the documents provided
in the Bid Package, either by way of addition or deletion, may be summarily rejected by Tiger in its sole
discretion.
12.
Notification. Tiger will review all bids received by the Bid Deadline. In the event that multiple bids,
each meeting the requirements defined herein, are deemed by Tiger as competitive with one another
(“Qualified Bid(s)”), Tiger reserves the right to convert the Sealed Bid to a live auction (“Auction“), to occur
by telephone or in person, as may be appropriate between these Bidders (“Qualified Bidders”). Qualified
Bidders will be notified by Tiger as to the time and details of the Auction. If there is only one Qualified Bid,
no Auction will be held, and Tiger will determine in its sole discretion whether or not such Qualified Bid is
accepted or rejected. All bidders acknowledge that Tiger reserves the right to accept any Qualified Bid, in
whole or in part.
13.
Auction. If an Auction is held, it will take place as soon as possible and practical. Only Qualified
Bidders and advisors will be allowed to participate in the Auction. The highest and best bid received by the
Bid Deadline will be the lead bid (“Lead Bid”) at the Auction. The Auction will open at the Lead Bid amount.
Qualified Bidders will be allowed to overbid in minimum bid increments as determined by Tiger at the time
of the Auction. Tiger shall moderate the Auction, during which any and all competitive bid options will be
considered, including the cash equivalent of prospective piecemeal sales. In all cases, Tiger shall consider
the highest and best value, including considerations of time, cost, contingencies and liabilities. The Auction
will conclude once the highest bid and next highest bid have been awarded, rejected or held subject to
further consideration.
14.
Bidding. Tiger reserves the right to add to, group, withdraw, re-catalog Property in this Sale, as
well as adjust minimum bids and/or reserve prices and extend or shorten closing times. In the event there
is a dispute between two or more claims of entitlement as the successful bidder, Tiger reserves the right to
re-sell the Property(s) in dispute. Tiger reserves the right to reject any bid, sell the Property prior to the Bid
Deadline and/or cancel the Sale until such time as the Bill of Sale has been executed by all parties and the
purchase price has been received by Tiger.
15.
Deposits. After the conclusion of the Sealed Bid or Auction, as applicable, the deposits of the
highest Bidder and next highest Bidder will be held by Tiger until the closing of the Sale transaction. If Tiger
closes with the highest Bidder, the highest Bidder’s deposit will be credited against the purchase price
determined at the Auction. If the highest Bidder does not close, it forfeits its deposit and Tiger will close
with the next highest Bidder and its deposit will be credited against the purchase price. If Tiger closes with
the highest Bidder, Tiger will return the full deposit to the next highest Bidder within two (2) business days
after the closing with the highest Bidder. The deposits of any and all other Bidders at the Auction will be
returned in full within ten (10) business days after the Auction.
16.
Closing: Execution of Asset Purchase Agreement and and Final Payment. Within 24 hours
of the conclusion of the Sale, the highest Bidder must do the following:
(a) Execute an Agreed Upon Bill of Sale (“Bill of Sale”)
(b) Pay Tiger the full amount of the purchase price, after application of the Deposit. Payment of the
balance may be submitted in the form of wire transfer, cashier’s check, or other certified funds
payable to ‘Tiger Group’.
17.
Financing. Buyers are to obtain their own financing. The Sale is not contingent upon the Buyer
securing or obtaining financing.
18.
Representation. Tiger, the Assignee, and the Company represents and warrants that:
(a) It has and will continue to have the legal right, power and authority to conduct a public auction and
to execute any documents required to record or otherwise support the transfer.
(b) To the best of their knowledge, the Property was either purchased from reputable design studios
or is original to Avid and was created by Avid employees in the course of scope of their employment.
Although it may incorporate elements from public domain and licensed sources (including source
artwork books), to the extent it does said elements are intermixed with wholly original elements
and/or constitutes an original selection and arrangement not copied from any other material(s) or
source(s).
(c) If any one or more of the provisions of this Property are found to be invalid, illegal, or unenforceable,
then such provision(s) shall be stricken from this Auction and shall not affect the validity, legality or
enforceability of the remainder of the Property.
19.
Failure to Pay. In the event Bidder fails to pay the entire purchase price by the payment deadline,
Tiger may retain and/or recover, upon demand, from Bidder the required Deposit as liquidated damages
for such failure. Such payment is not a penalty, but is for liquidated damages sustained, it being mutually
agreed and understood by Tiger and Bidders that such amount is reasonable as liquidated damages. In
addition thereto, Tiger may, at its discretion, either resell Bidder’s Property without further notice to Bidder
and/or dispose of the Property at the Bidders sole expense. Any difference between the bid price for a
Property by the defaulting Bidder and the price received by Tiger at a resale shall be paid to Tiger by the
defaulting Bidder. In addition, a defaulting Bidder shall be deemed to have granted Tiger a security interest
in the Property, which Tiger shall retain as collateral security for Bidder’s obligation to Tiger.
20.
Non-Delivery. Until such time as purchased Property are transferred or removed by the Bidder,
Tiger shall have the right to cancel or void the sale of any such Property purchased by Bidder. Neither
Tiger, the Assignee, nor the Company shall have any liability to Bidder due to the non-delivery of any
purchased Property other than the return of Bidder’s deposit for a canceled or voided sale Property. No
claim of any kind for purchased Property, whether or not based on negligence, shall be greater in amount
than the purchase price paid by Bidder.
21.
Absence of Warranties. The condition of the Property being offered varies. The Bidder
understands and agrees: (1) that any description or sample of the Property given or furnished by Tiger is
solely for identification, and does not create any warranty expressed or implied, that the Property actually
conforms to such description or sample, (2) that Bidder or agent on Bidder’s behalf has inspected or has
had the opportunity to inspect, all of the Property upon which Bidder will be bidding and/or does purchase,
(3) that all Property are purchased and accepted by Bidder “AS IS”, “WHERE IS” and “WITH ALL FAULTS”.
TIGER MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER
WHETHER WRITTEN, ORAL OR IMPLIED AS TO QUALITY, QUANTITY, CONDITION, USABILITY,
SALABILITY, YEAR, CONDITION, PERFORMANCE, OR OTHER SPECIFICATIONS, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY
AGAINST PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT, (4) in the event
there are manufacturer warranties in effect for the Property purchased, Bidder must make all claims
hereunder directly with the provider of the warranty. No statement or statements of any other paragraph
herein shall be construed to in any way contradict the provisions of this paragraph.
22.
Limits of Liability. In no event shall Tiger’s liability to Bidder exceed the purchase price actually
paid for an individual Property or lot. A Bidder’s claim shall be limited to the amount paid for the Property
and shall not extend to any obligation, risk, liability, right, claim, remedy for loss of use, revenue or profit,
liability of Bidder to any third party, personal injury, or any other direct, indirect, incidental or consequential
damages. Bidder further acknowledges that each Property it purchases represents a separate transaction,
and that no one transaction shall be conditioned upon another transaction. Bidder hereby holds Tiger
harmless from: (1) the acts or omission of any party who provided any Property to Tiger for sale, (2) any
claims Bidder may have against Tiger, Tiger’s client(s) or any former owner of the property being sold, (3)
Bidder’s failure in any way to properly inspect Property and/or fulfill its obligations per the terms and
conditions of the sale, as indicated within this document or as announced by Tiger at the time of sale. In
the event Bidder provides a deposit or payment using a Credit Card, Bidder acknowledges that it is
purchasing under the As-Is, Where-Is terms of the auction and that Bidder shall waive all rights of charge
back based on any claims of misrepresentation, non-delivery or non-performance.
23.
Indemnification. Bidder shall indemnify, hold harmless and defend Tiger, the Assignee, and the
Company from and against any and all losses, damages, liabilities and claims, including attorney fees,
costs and expenses arising out of or based upon or resulting from, (1) any act or omission of Tiger or the
Assignee or their respective agents, representatives or employees, relating to or affecting the Property bid
on or purchased by Bidder, (2) the claim of any third party claiming or challenging title to any Property
purchased by Bidder or claiming infringement of any proprietary interest, (3) the claim of any person
resulting from Tiger offering for sale or selling the Property purchased by Bidder.
24.
Severability. If any provision of these Instructions, Terms and Conditions of Bid are deemed to
be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts shall not
be affected.
Bidder Qualification Form
All Bid Forms and Deposits Must be Submitted with this Cover
Page to:
Tiger Group, LLC.
No Later than 4:00 PM PT on January 13, 2017
PLEASE RETURN TO:
BIDDER INFO:
TIGER GROUP
340 N. Westlake Blvd., Suite 260,
Westlake Village, California 91362
NAME
_____________________________________
COMPANY
Attention: Kevin Brockland, CFA
Email:
[email protected]
Fax: 805-497-2211
_________________________________
ADDRESS____________________________________
CITY __________________ STATE ___ ZIP________
PHONE NUMBER
(
)______________________
FAX NUMBER
(
)______________________
E-MAIL _____________________________________
We hereby submit the following offer to purchase the Property as indicated below. In the event we are the successful bidder, we
acknowledge that we are subject to and will comply with the terms and conditions contained in the Bid Package, which are incorporated
herein by reference and made a part hereof. All bids are subject to an additional fifteen (15%) percent buyer’s premium.
Executed this
day of
, 2016.
Signature of Bidder
Title of Signatory
Printed Name of Bidder
Company
SEALED BID LOT CATALOG
BIDDER
INITIALS
BID PRICE
(In US Dollars)
DESCRIPTION
Simon Golub brand name and related intellectual property
$
BID (NOT INCLUDING PREMIUM)
$
15% BUYERS’ PREMIUM
$
TOTAL BID (AFTER PREMIUM)
$
DEPOSIT @ 10% OF TOTAL BID PRICE
$
Signature of Bidder
Printed Name