SALE OF BAMBECO, INC. 

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Bambeco, Inc. (www.bambeco.com) to solicit interest for the acquisition of all, or substantially all, Bambeco Inc.’s (“Bambeco”) assets. 

Headquartered in Baltimore, Maryland, Bambeco is the leader in sustainable and socially responsible home décor and furnishings in the Unites States. Founded in 2009, Bambeco is a private, Maryland-based, growth stage sustainable home goods company. Over the past 9 years, Bambeco has raised approximately $31mm in equity and debt from leading venture capital firms including ABS Capital, New Atlantic Ventures and NOVUS Capital.  Please see detail “Executive Summary”, Bambeco NDA and Schedule of Trademarks and Patents attached.

IMPORTANT LEGAL NOTICE:
The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to Bambeco’s Assets has been supplied by Bambeco. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.
Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Bambeco’ or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Bambeco Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of Bambeco and Gerbsman Partners. Without limiting the generality of the foregoing, Bambeco and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Bambeco Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

Bambeco believes its assets are attractive for a number of reasons:

1.  Market leader in a fast growing $31B (by 2020) sustainable home décor and furniture market.
2.  Intellectual Property – proprietary product design and sourcing platform and network of 360+ vetted factories around the globe (27 countries) that can produce home furnishings and furniture products with stringent environmental and people standards.  The standards reduce carbon emissions and water while eliminating toxic chemicals and metals.
3.  Significant dollars invested into the conception, design and development of sustainable products for all home décor and furniture categories, product lines and material types.  The company will continue to innovate; however, research and development and design costs for all key categories have been invested and the company’s only product costs are related to seasonal product and design refreshes and future innovation.
4. $750K invested in SAP Hybris B2C and B2B omni-channel POS, CMS, and WMS platforms to enable best-in-class home décor and furnishings shopping experience, seamless expansions across markets and countries. Supply chain and sourcing network tapping less than 1% of its overall combined capacity and highly scalable.
5.  Clear customer profile of the sustainable and socially responsible customer and a customer file of loyal buyers (repeat rate 55%+).  132MM sustainable and socially responsible consumers in the US spanning GenX, Millennials and Boomers
6.  A fast growing Millennial segment, which cares about socially responsible and sustainable brands, is the largest home buyer in the US real estate market.  The segment has grown more than 170% in the Bambeco file over the past two years.
7.  Vertically integrated supply chain executing stringent environmental and people standards that can produce authentic sustainable products with 75%+ margins.
8.  Large strategic B2B customers:  Costco, Total Wine, Whole Foods, The Home Depot and more featuring Bambeco shop-in-shops showcasing the brand in the market.  Bambeco is in 1600 retail doors, hotels and restaurants.
9.  Experienced and innovative team with sustainable market know-how and a CEO & Founder (from Williams-Sonoma) that is the thought leader in the sustainable home goods sector and in sustainability and climate change
10. Blueprint for achieving first net neutral home goods retail company. The Company is on track to achieve this by 2020.
11. Partnerships to deliver CarbonFree to the customers’ doors across the US.
12. Certifications from Forest Stewardship Counsel (FSC), OEKO-TEX and Global Organic Textile Standards (GOTS).
13. Strategic relationships with press, environmental organizations, and celebrities.
14. Net Revenue since inception is $20.4MM, FY16 $5MM, and as of Aug 31^st$4MM in FY17 (fiscal year ends January 31, 2018, 45% annual revenue occurs in Q4).

Bambeco Company Profile

Founded in 2009, Bambeco is a private, Maryland-based, growth stage sustainable home goods company. Over the past 9 years, Bambeco has raised approximately $31mm in equity and debt from leading venture capital firms including ABS Capital, New Atlantic Ventures and NOVUS Capital.

Bambeco is a leader in designing and developing innovative, sustainable home décor and furnishings with reduced carbon footprint and water and elimination of toxicity to allow consumers to live their environmental values and create a healthier home.

In 2016 at Climate Week in New York City, Bambeco announced its commitment to become carbon neutral by 2020, making the company the first carbon neutral home goods retailer in the world. Bambeco was accompanied by General Electric, Phillips. Bank of America, and Apple in this announcement at the event attended by world leaders – business and government. The company has been executing a carbon neutrality blueprint since being founded by Aplin in 2009.  She and Bambeco serve as a market leader and driver pushing the retail industry to change its practices to produce and deliver products with less of an impact on the environment by reducing greenhouse gases, water usage, and eliminating toxic chemicals and production methods.

Bambeco has set the sustainability standards bar for the home décor and furnishings industry.  The company has achieved certifications from the top three organizations that govern responsible forestation and organic and toxic free textiles. The remaining home décor and furnishings categories lack third party certifications. Bambeco has developed those standards and a supply chain that can meet those standards across the remaining product types and categories and the company continues to innovate.  Today, all of the company’s wood products come from FSC or “good wood” sources (e.g. reclaimed barn wood, responsibly harvest highly renewable woods); glassware made from recycled soda bottles; textiles from certified organic and natural fibers without pesticides and reduced water; dinnerware made from natural minerals and biomass from previous production with toxic free dyes and glazes; and outdoor furniture made from recycled detergent bottles. Bambeco is a product innovator that has reimagined every home décor and furniture product, delivery method, packaging, business practice, consumer engagement, and company culture through the lens of sustainability and social responsibility. The company’s mission is to Change the World…One Room at a Time.

The company designs and produces home products for all rooms in the house, as well as products made for outdoor living.  Our more than 4,000 products are made by more than 10,000 fair wage and safe workers around the world.

Sustainable Home Goods Market

The sustainable home goods market opportunity is estimated to be $31B by 2020.  The rapid growth is fueled by a growing consumer demand for socially responsible high quality products that are made with less of an impact on the planet and fair and safe wage employee practices by authentic brands.  Today, there are 132 million socially responsible, sustainable consumers in the United States (58MM Millennials, 32MM GenX and 42MM Boomers).

• Recent accelerated growth is being fueled by the large eco-conscious millennial consumer segment.  The millennial household formations continue to grow, representing 35% of all new home buyers. Millennials will be 46% of the workplace in 2020.
• Passionate GenX and Boomer segments, inspired to leave the world in a better place and concerned by chemicals and toxins found in traditional home goods products, continue to see an expansion in discretionary spending and prioritize a more sustainable lifestyle.

Sustainable home décor and furnishings consumers are inspired by sustainable living across other aspects of their lives (sustainably focused hotel lodging, organic and natural groceries, hybrid/electric/green diesel autos, natural body products and cleaning supplies, etc).  These consumers report that sustainability is the first or second filter used in all purchase decisions and 40% of consumers are willing to pay more for sustainable goods.

The sustainable home goods market is fragmented and underserved today with limited and targeted product lines sold across retailers and small mom and pop stores.  Bambeco is the only home brand fully dedicated to selling only sustainable home goods and a trusted product offering across all home categories. 

Bambeco’s Assets

Bambeco has developed a portfolio of assets critical to the sustainable home décor and furnishings market. These assets fall into a variety of categories, including:

1.  Recognized authentic and credible sustainable brand in the market
2.  Intellectual Property and Technology platforms:  IMPACT sourcing platform, omni-channel POS, content management and warehouse management platform, and ERP and B2B order processing system
3.  Vetted Factory Network of 360 Factories
4.  Inventory in the categories:  Kitchen and Tabletop, Furniture, Bedding, Bath, Outdoor, Home Décor & Accessories, and Gifts
5.  Patents, Patent Applications, Copyrights and Trademarks
6.  Sustainable Product Designs and Ingredients
7.  Customer File and Profile of the Sustainable Customer
8.  Warehousing Storage and Processing Equipment
9.  Strategic Accounts and additional $1.3 million in Purchase Orders from Costco, Whole Foods, and Total Wine in-house
10.  B2C and B2B Revenue
11. .Intellectual Capital and Premium Brand and Home Industries Expertise (from company’s such as, Williams Sonoma, Pottery Barn, West Elm, Gap, Hallmark, Red Envelope, and TravelSmith) and Sustainability Expertise as the pioneer and leader of the Sustainable Home Goods market.

The assets of Bambeco will be sold in whole or in part (collectively, the “Bambeco Assets”). The sale of these assets is being conducted with the cooperation of Bambeco. Bambeco and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Bambeco should not be contacted directly without the prior consent of Gerbsman Partners.

Revenue

Bambeco has two primary distribution channels today:  B2C (ecommerce) and B2B (retail, restaurant, and hotel customers).  The direct-to-consumer channel and the wholesale (SiS:  shop-in-shop) channels have continued to grow year-over-year.   FY17 includes 8 months of actual sales (fiscal year ends January 31,2018 and 45% of sales occur in Q4.

Key Personnel –

Bambeco, Inc. Board of Directors-

Susan Aplin, Chairman of the Board: Baltimore, MD

Cal Wheaton:  ABS Capital – Baltimore, MD

Thanasis Delistathis: New Atlantic Ventures – Reston, VA

Catherine Levene: Former digital media and ecommerce CEO – New York, NY

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Bambeco Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.  

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Bambeco Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, October 25, 2017 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at Bambecos’ office, located at 3430 Second Street, Suite 300, Baltimore, MD 21225.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Bambeco fixed asset list may not be complete and Bidders interested in the Bambeco must submit a separate bid for such assets. Be specific as to the assets desired. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Bambeco, Inc.). Information on where to send the refundable depoist will be sent in a later update.  The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Bambeco reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Bambeco will require the successful bidder to close within 7 business days.  Any or all of the assets of Bambeco will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Bambeco Assets shall be the sole responsibility of the successful bidder and shall be paid to Bambeco at the closing of each transaction.

For additional information, please see below and/or contact: 

Steven R. Gerbsman                                                                                               

(415) 456-0628                                                           

steve@gerbsmanpartners.com                                

Kenneth Hardesty

(408) 591-7528

ken@gerbsmanpartners.com

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