American Exchange Group (Allbirds IP LLC)

$39M AXNY bid was highest net-comparable offer among 5+ written bids; financing source not publicly disclosed

AXNY's March 8 final offer of $39M with AP assumption compared to Party I ($50M IP-only = $23.5M net), Party M ($60M IP+inventory = $33.5M net), Party J ($34M with AP), Party K ($37M with AP). No UCC filings, PE sponsors, or lender disclosures found for AXNY. Source of $39M cash not identified in any public filing.

Allbirds had $18.9M outstanding term loan (ABL with Second Avenue Capital Partners) that must be repaid in full from asset sale proceeds concurrent with closing

First Amendment to Credit Agreement dated March 29, 2026 (Second Avenue Capital Partners LLC as agent) requires Allbirds to repay ABL in full before or concurrently with closing, which must occur no later than June 19, 2026. Original $50M revolving ABL facility dated June 30, 2025. As of Duff & Phelps analysis, term loan outstanding was $18.9M.

AXNY initially declined opportunity in January 2026 then re-engaged February 19 after learning other parties had submitted bids up to $60M

Per PREM14A background of the sale: AXNY included in Jan 8, 2026 expanded outreach; by Jan 22, 2026 AXNY had declined to pursue. On Feb 19, 2026, AXNY representatives contacted TD Cowen indicating renewed interest; AXNY executed NDA Feb 20, received CIM. This re-engagement occurred after Party I ($50M) and Party M ($60M) offers had been submitted. AXNY's initial LOI was only ~$19M equity value.

Allbirds IP LLC was likely formed in early March 2026 specifically for the transaction, with no prior corporate history

No record of Allbirds IP LLC found in EDGAR, unified corporate registry, CourtListener, or NYSCEF prior to March 2026. Delaware ICIS and OpenCorporates were rate-limited during this session. APA was signed March 29; LOI signed March 8; AXNY counsel provided draft APA March 10. Formation date estimated as early-to-mid March 2026.

Allbirds IP LLC is a Delaware LLC wholly owned subsidiary of American Exchange Group, formed as buyer in $39M asset purchase of Allbirds Inc. footwear brand

Allbirds IP LLC is a Delaware limited liability company and a wholly owned subsidiary of American Exchange Group. Signed March 29, 2026. Assets: global IP (trademarks, patents, domain names, social media, customer lists), inventory, AR, assigned contracts, prepaid expenses, goodwill. Liabilities assumed: AP (~$23.8M), current liabilities, IP transfer costs.

Allbirds intends to retain the Allbirds brand name and IP post-closing; renamed entity (NewBird AI) has no rights to use Allbirds trademark

Per PREM14A: 'the Buyer in the Asset Sale will own the Allbirds tradename and all related intellectual property, and the brand and footwear business will continue under the stewardship of the Buyer.' Allbirds, Inc. to be renamed NewBird AI, Inc. AXNY/Allbirds IP LLC will own all global Allbirds trademarks, copyrights, patents, domain names, social media accounts.

American Exchange Group founded 2008 by Alen Mamrout; HQ 1400 Broadway 18th Floor New York NY; 500+ employees; 30+ brands

Per AXNY corporate website: founded 2008, 'results-oriented leader focused on expanding the business.' Categories: footwear, jewelry, watches, handbags, beauty, wearable tech, luggage, home decor. Confirmed brands: Aerosoles, White Mountain, Indie Lee, iTOUCH. No SEC filings found under AXNY name.

Cartier International sued American Exchange and Mamrout family personally for trademark infringement in 2009 (SDNY)

Case 1:09-cv-08338, filed 2009-10-01, terminated 2010-06-09. Defendants: American Exchange, Alen Mamrout, Joseph Mamrout, Ouni Mamrout. Cause: 15:1114 Trademark Infringement (Lanham Act). Suggests early history of trademark compliance issues in watches/jewelry business. Terminated (likely settled).

American Exchange Time LLC (AXNY watches subsidiary) had at least three separate bankruptcy proceedings between 2016 and 2020

Berk v. American Exchange Time LLC (Bankr. S.D. Fla., 2016-12-29), Miller v. American Exchange Time LLC (Bankr. D. Del., 2020-01-21, terminated 2020-12-01), META Advisors LLC v. American Exchange Time LLC (Bankr. D. Neb., 2018-09-12, terminated 2018-10-11). Pattern of financial distress in AXNY watches subsidiary over 4-year period.

BR Brand Holdings LLC sued American Exchange Time LLC and Alen Mamrout personally for trademark infringement (SDNY 2020); terminated 3 months later

BR Brand Holdings LLC v. American Exchange Time LLC (SDNY 1:20-cv-10022, filed 2020-11-30, terminated 2021-02-25). Defendants: American Exchange Time LLC, Alen Mamrout personally, Stephen Valesquez, Stephen Cohen. Cause: 15:1114 Trademark Infringement (Lanham Act). Quick termination (3 months) suggests settlement.

Birkenstock suing White Mountain International LLC (AXNY subsidiary) for patent infringement - case still pending April 2026

Birkenstock US BidCo, Inc. et al v. White Mountain International LLC (D. Mass. 1:24-cv-10610, filed 2024-03-11, no termination date). Cause: 35:271 Patent Infringement. White Mountain International LLC is AXNY's operating entity for the White Mountain footwear brand acquired from prior owner.

Skechers filed patent infringement case against American Exchange Group and AERO GLOBAL LLC (Aerosoles-related) in 2024, settled Nov 2024

Skechers U.S.A., Inc. v. American Exchange Apparel Group, Corp. (C.D. Cal. 5:24-cv-00802, filed 2024-04-16, terminated 2024-11-06). Defendants: American Exchange Group, AERO GLOBAL LLC, American Exchange Apparel Group Corp. Cause: 15:1126 Patent Infringement. Likely related to Aerosoles brand operations post-AXNY acquisition.