PUBLIC NOTICE OF ARTICLE 9 SALE: MiCorp Custom Auto & Truck, LLC

NOTICE OF ARTICLE 9 SALE RE MiCORP CUSTOM AUTO & TRUCK, LLC – AUGUST 20th BID DEADLINE

1. Public Sale. The Secured Creditors, through the Agent (as each is defined below) will sell the Debtor’s (as defined below) right, title and interest in the Assets (as defined below) to the highest qualified bidder(s) in public (the “Public Sale”) as follows:

2. Secured Creditors. The “Secured Creditors” are Canal Capital Partners III, LP, Canal Capital Partner III – A, LP, and Douglas Tansill.

3. Debtor. The “Debtor” is ​MiCorp Custom Auto & Truck, LLC.

4. Sale Date. The Public Sale is scheduled for August 23rd, 2021 at 11:00 a.m. Eastern Time and will be conducted via Zoom. The Bid Deadline (as defined below) is August 20th, 2021 at 4:00 p.m. Eastern Time.

5. Assets. The “Assets” consist of all of Debtor’s Accounts, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Fixtures, General Intangibles, Goods, Inventory, Instruments, Intellectual Property, Investment Property, Letter-of-Credit Rights, Payment Intangibles, Receivables, Software, Stock Rights, Supporting Obligations, Commercial Tort Claims and Other Collateral, wherever located, in which Debtor now has or hereafter acquires any right or interest, and the proceeds, insurance proceeds and products thereof, together with all books and records, customer lists, credit files, government tax credits and refunds, software, computer files, programs, printouts and other computer materials and records related thereto.

6. Authority for Sale. The Sale is being held pursuant to (i) The Senior Subordinated Note Purchase Agreement dated as of October 27, 2016, by and among the Debtor, MiCorp CAT Holdings, LLC (“MiCorp Holdings”) and Canal Capital Partners III, LP (“Canal III”) as Administrative Agent and Collateral Agent (in such capacities, the “Agent”) (as the same may be amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”); (ii) The Continuing Security Agreement, dated as of October 27, 2016, by and among the Debtor, MiCorp Holdings and the Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Security Agreement” and collectively with the Note Purchase Agreement and all other agreements, documents and instruments entered into in connection with the transactions contemplated therein, the “Credit Documents”) pursuant to which Debtor granted the Agent a first-priority security interest in and lien upon, among other things, Debtor’s right, title and interest in and to all of the Collateral, as defined in the Security Agreement (including the assets); and (iii) Section 9-611 of the Uniform Commercial Code (the “UCC”), codified as 1309.611 of the Ohio Revised Code. Each capitalized term used but not defined herein shall have the meaning given to it in the Note Purchase Agreement.

7. Terms of Sale.

1. The Assets are being sold “AS IS, WHERE IS” with no recourse, representations and warranties of any kind, whether express or implied regarding the Assets. There is no warranty relating to title, possession, quiet enjoyment or the like in this disposition.
2. Each prospective bidder must comply with the terms of sale as described herein.
3. Each prospective bidder must be a Qualified Bidder and submitted a Qualified Bid (both described below) to participate in the Public Sale. Notwithstanding anything herein to the contrary, Agent is deemed to be a Qualified Bidder.
4. Agent, and any assignee of the Agent, reserve their right to credit bid, and may credit bid, at the Public Sale of the Assets. The Assets will be sold to the highest qualified bidder for cash, or in the case of the Agent, the credit against outstanding indebtedness held by the Agent.
5. To be a “Qualified Bidder,” a prospective bidder must (i) contact the undersigned representative of the Agent at the e-mail address or phone number below and provide the Agent with current contact information; (ii) provide to Agent an executed confidentiality agreement in form and substance satisfactory to Agent; and (iii) provide to Agent current financial statements of the prospective bidder that will show sufficient available assets to be able to close on a purchase of the Assets in accordance with the provisions hereof or other evidence of the ability to purchase the Assets reasonably satisfactory to Agent. The Public Sale will be recorded, and all Qualified Bidders consent thereto. Qualified Bidders shall also designate a single individual authorized to speak on behalf of the Qualified Bidder at the Public Sale. Agent is a Qualified Bidder. Agent reserves the right to credit bid on the Assets and transfer its bid, or the Assets acquired by such bid, to a newly formed entity.
6. To submit a qualified bid (a “Qualified Bid“), a bid must conform to the following: (i) such bid must be received no later than 4:00 p.m. EDT on August 20, 2021; (ii) the purchase price must be not less than $1,500,000, payable in full, in cash, within three business days after the Public Sale (the “Closing“) and not subject to any financing contingency; (iii) the bid may not be subject to any due diligence contingency; and (iv) such bid must include a cash deposit (made payable to Agent) in immediately available funds of not less than 10%of the proposed purchase price (the “Sale Deposit“). All deposits of Qualified Bidders, other than the successful bidder, will be refunded after the Public Sale. Only Qualified Bidders who timely submit a Qualified Bid (both described above) will be permitted to participate in the Public Sale. As noted above, Agent is a Qualified Bidder and may credit bid at the Public Sale.
7. The Agent shall not be required to post any such Sale Deposit in order to participate in the auction. Agent reserves the right to credit bid on the Assets and transfer its bid, or the Assets acquired by such bid, to a newly formed entity (including any wholly-owned subsidiary of such entity).
8. The Public Sale will be conducted on such terms and conditions as determined by Agent and announced to bidders in advance of or at the Public Sale.
9. AGENT RESERVES THE RIGHT, AT ANY TIME ON OR AFTER THE DATE HEREOF, TO SELL THE ASSETS IN A PRIVATE SALE, OR TO CANCEL, ADJOURN OR AMEND ANY AND ALL TERMS OF THE SALE FOR THIS PUBLIC AUCTION. AGENT ALSO RESERVES THE RIGHT TO CREDIT BID FOR AND PURCHASE THE ASSETS OR ANY PORTION OF THE ASSETS AT THE PUBLIC SALE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A CREDIT BID BY AGENT IS DEEMED TO BE A QUALIFIED BID. THE TERMS OF SALE SET FORTH IN THIS NOTICE MAY BE SUBJECT TO ADDITIONAL OR AMENDED TERMS TO BE ANNOUNCED AT THE TIME THEREOF.
10. The Assets will be transferred to the successful bidder by way of a bill of sale satisfactory to Agent in its sole discretion.

8. Additional Information. For additional information, send an email with the name, email address and address of the person who Agent may contact in order to provide further information regarding the Assets and the Public Sale to: Daniel R. Swetnam of ICE MILLER LLP, as counsel to and for Agent, at 250 West Street, Ste. 700, Columbus, Ohio 43215 or by phone: (614) 462-2225 or by email at [email protected]