Re:
Sale
of Assets of Wet Women, LLC
On behalf of Wet Women, LLC, a Michigan corporation (“Wet Women®”), we are
writing to inquire if you have any interest to acquiring all or substantially
all of the assets used or usable in connection with the business. Wet Women ® is an international community of
women, which participates in, celebrates, and supports women in water/snow sports. Wet Women was formed in 2004 and strives to
be the ultimate resource for women in all water and snow sports. Wet Women has designed and sold women's clothing and
eco-savvy products for women in water sports including well made surf and beach
wear, casual wear and a biodegradable surf wax. This wax is viably and
scientifically certified by MBDC since 2006.
Our goal with Wet Women has been to create an online space or portal for
news, forums, blogging, twitter, photos, sport and travel stories and articles,
lessons and tips in sports and travel via video space. Wet Women has
participated in supporting numerous
contests/events over the years, awarding its
products as prizes such as the surf wax , rash guards, tee shirts, tanks and
sweatshirts.
For a company or person with the means and resources, Wet Women could be
fortified, while continuing to build on its
previous success and achievements. We
have always wanted to further expand our business with additional products such
as hair and skin products or equipment, gear and apparel for water and snow
sports. We also had ideas to create a
Wet Women television network that would further promote women in women in water
and snow events. We hope that you see
the potential in Wet Women that we do.
Along with a website full of information for women in snow and water sports
The principal terms and conditions of our any
potential sale are as follows:
1.
Structure.
All of the tangible and intangible personal property of Wet Women would
be purchased either as a stock or asset purchase free or clear of any and all
liens, security interests and other encumbrances. This would include the trade name, Wet Women federal trademark registrations
(Exhibit A), clothing lines (Exhibit B), surf wax (Exhibit C), green
certification for surf wax (Exhibit D), web sites (Exhibit F) as well as all
the good will of the business.
2.
Purchase Price.
The purchase price for the stock or assets of Wet Women would be
determined at a later date after you have had an opportunity to conduct
satisfactory due diligence and discussions with vendors and myself. We would ask that the purchase price would be
paid in cash or available financing commitments. The ability to obtain such financing
commitments would be a condition to consummation of any sale.
3.
Assumption of Liabilities. Our intent is that any buyer of Wet Women
would assume no liabilities or obligations with respect to any claims or
liabilities of Wet Women.
4.
Conditions.
Your interest and willingness to consummate the proposed transaction
would be subject to typical conditions including:
a. Your satisfaction with the results of any due
diligence review;
b. the
absence of any material adverse change in Wet Women;
c. execution
of a mutually acceptable definitive purchase agreement and related
documentation with a banking entity containing the substance of the matters set
forth in this indication of interest, together with representations,
warranties, covenants, and other provisions as are common in transactions of
this nature;
d. receipt
of required third party (including governmental) consents and approvals;
e. entering
into purchase commitments with designated customers governing the purchase of
products and pricing by such customers post-closing;
f. the
discharge of any and all liens, claims, interests and encumbrances at closing
with respect to the assets purchased.
We hope
that you will find our offer to purchase Wet Women, LLC of interest. We would appreciate an opportunity to discuss
the potential transaction with you in greater detail either over the telephone
or at your offices. Please contact my
attorney noted below at your earliest convenience if this is of interest to
you.
Very
truly yours,
Wet
Women, LLC
By: Morgan
Fisher
President/Manager
cc: Frank M.
Scutch, III, Esq.
171 Monroe
Avenue N.W.; Suite 1000
Grand Rapids,
MI 49503
(616)
742-3980
