April 3, 2018

PUBLIC NOTICE OF SALE OF COLLATERAL: Monroe Capital Management Advisors, LLC

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NOTICE OF PUBLIC SALE OF COLLATERAL

DATE OF SALE: April 30, 2018
PLACE OF SALE: Foley & Lardner LLP
321 N. Clark Street, Suite 2800
Chicago, Illinois 60654
TIME OF SALE: 12:00 P.M. CDT

NOTICE IS HEREBY GIVEN that the collateral described below will be sold to the highest bidder at a PUBLIC SALE on April 30, 2018, 12:00 p.m. CST, at, Foley & Lardner LLP, 321 N. Clark Street, Suite 2800, Chicago, Illinois 60654, by Monroe Capital Management Advisors, LLC, as administrative agent of certain Lenders (“Secured Party”). Secured Party is a duly perfected first-priority secured creditor with respect to all present and future debts, obligations and liabilities of Dominus Health Intermediate Holdco, LLC; CR Holdings, LLC; Complete Nutrition Franchise Holdings, LLC; Complete Nutrition Corporate Stores, LLC; Complete Nutrition Worldwide, LLC; CN Online, LLC; R2 Distribution, LLC; Complete Nutrition IP, LLC (“CN IP”); and Complete Nutrition Franchising, LLC; (collectively, the “Debtors”) pursuant to that Credit Agreement dated as of December 16, 2015 (the “Credit Agreement”) made by Debtors in favor of Secured Party and the parties thereto from time to time as lenders (“Lenders”) and the security interests granted by the Guaranty and Collateral Agreement dated December 16, 2015, by Debtors and Dominus Health Holdings, LLC (“Dominus”, together with the Debtors, the “Grantors”) to Secured Party and the security interests granted by that Trademark Security Agreement dated December 16, 2015 by CN IP in favor of Secured Party. The collateral to be sold at public sale is the following assets in which any Grantor owns or otherwise holds any interest:

  • (a) All assets and all personal property and any right, title or interest therein, including but not limited to all: (i) Accounts, (ii) Chattel Paper, (iii) Commercial Tort Claims, (iv) Deposit Accounts, (v) Documents, (vi) Equipment, (vii) Fixtures, (viii) General Intangibles, including but not limited to all trademarks, licensing agreements, contracts, agreements, instruments and indentures in any form, without assuming any obligations or liabilities under executory contracts, (ix) Health Care Insurance Receivables, (x) Farm Products, (xi) Goods, (xii) Instruments, (xiii) Intellectual Property, (xiv) Inventory, (xv) Investment Property, (xvi) Letter-of-Credit Rights, (xvii) Money, (xviii) Supporting Obligations, (xix) Identified Claims;
  • (b) All other contract rights or rights to the payment of money;
  • (c) All books and records pertaining to any of the collateral;
  • (d) All proceeds, products, royalties, fees, income payments, claims and causes of actions of any of the collateral;
  • (e) All collateral security and guaranties given by any person with respect to any of the collateral; and
  • (f) All franchise agreements, including any license agreements, subfranchise agreements, sublicense agreements, master franchise agreements, area development agreements, development agreements, area representative agreements, rights of first refusal and option agreements.

All capitalized definitional terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Uniform Commercial Code presently and hereafter enacted in the State of Illinois (collectively, the “Assets”).
Provided, however, the Assets shall not include:

  • (a) Any lease of real property in which any Grantors are lessee, including any extensions, modifications, assignments, assumptions, subleases or amendments thereto;
  • (b) Any contract or agreement between any Grantors and NetSuite or Oracle; and
  • (c) Any contract or agreement between any Grantors and any of the following: Frank Grayeski, Romarious Longmire, Donovan Middleton, Harvester Nutrition, LLC, Edgar Rojas, Cristina Soares, Herman Hourie, Nutrition Castle, LLC, Bright Future Holdings, LLC, Vivify, Inc., Katherina Jerak, M.G. Nutrition, LLC, and Warrior Fitness & Nutrition, Inc., including but not limited to franchise agreements and development agreements.

THE ASSETS ARE BEING SOLD AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO THOSE EXPRESS, IMPLIED OR STATUTORY AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SECURED PARTY DOES NOT REPRESENT OR WARRANT THAT THE GRANTORS HAVE TITLE TO ALL THE ASSETS. HIGHEST BIDDER SHALL RECEIVE A BILL OF SALE FOR THE ASSETS THAT CONTAINS THE ABOVE DISCLAIMERS.

In addition to this Notice of Sale, the sale shall be governed by Additional Bid Procedures which may be obtained by contacting Vito Mitria at Beacon Management Advisors, LLC, 1953 N. Clybourn Ave., #316 Chicago, Illinois 60614, vito@beaconmgmtadvisors.com. Prospective bidders wishing to bid will be required to wire to the Foley & Lardner LLP Trust Account c/o William J. McKenna, a deposit of $50,000.00 by 2:00 p.m. CST on April 23, 2018. Any prospective purchaser who is the highest bidder, other than Secured Party, will be required to pay the purchase price of the Assets (i) at the time of such public sale, and (ii) in cash, by cashier’s check, or in other immediately available funds. Secured Party and its assignee have the right to credit bid its debt. If Secured Party or its assignee is the highest bidder at such public sale, Secured Party or its assignee may pay the purchase price of the Assets, in whole or in part, by crediting the amount of such purchase price against the balance of the unpaid indebtedness evidenced by Credit Agreement and the promissory notes issued by the Debtors to Secured Party, Lenders or their affiliates pursuant to the Credit Agreement. Secured Party reserves the right to announce procedures governing the process of the sale at the commencement of the sale and further reserves the right to add or delete collateral from the sale at the time of the scheduled sale. If the highest cash bidder fails to tender payment immediately after the conclusion of the sale (which Secured Party may extend until two (2) hours after the sale), Secured Party reserves the right to declare the next highest bidder the successful bidder of the Assets.

The sale may be adjourned from time to time, and notice of any adjourned sale date will be given only at the time of the scheduled sale and to those who attend the sale.

The Assets are located throughout the United States, and to the extent available, the Assets may be available for inspection by contacting Vito Mitria as provided herein. For further information regarding the sale or to make arrangements to inspect the Assets or review documents relating to the Assets to be sold, please contact Vito Mitria at Beacon Management Advisors, LLC, 1953 N. Clybourn Ave., #316 Chicago, Illinois 60614, vito@beaconmgmtadvisors.com, or Mark Bruno, mark@beaconmgmtadvisors.com. Neither the Grantors nor Secured Party may have physical possession of all of the Assets. Any prospective bidder is responsible for investigating the Assets, and making its own determination as to the appropriateness of bidding at the public sale, and assumes all risks associated with any inspection of the Assets or the accuracies or completeness of the Assets, including any books and records pertaining thereto. You are entitled to an accounting of the outstanding debts, obligations and liabilities secured by the Assets that we intend to sell (or lease or license, as applicable). You may request an accounting by contacting Vito Mitria.

MONROE CAPITAL MANAGEMENT ADVISORS, LLC, as Administrative Agent

By /s/ Andrew T. McClain
One of its Attorneys

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