1. Executive Summary.
2. Time and Date of Auction.
3. The Sale Assets. The Sale Assets will include all of the Assignee’s right, title and interest in and to substantially all of Modagrafic’s right, title and interest in and to all of its assets whether tangible or intangible, real or personal or mixed, owned or leased (including indirect and other forms of beneficial interest) wherever located or by whomever possessed as set forth in the APA.
4. Certain Terms and Conditions of the APA. The Sale Assets sold or to be sold are being sold as a single lot “As Is” and “Where Is” and with no express or implied warranties, representation, statements or conditions of any kind including but not limited to warranties of merchantability or fitness for a particular purpose and are to be sold in accordance with the terms and provisions set forth above. The Assignee is not transferring or selling herein any leased property, whether real or personal, whether evidenced by a true lease or a capital lease (unless the capital lessor so consents). The Sellers reserve the right, on or prior to the Sale Date, to modify, waive or amend any terms or conditions of the sale or impose any other terms or conditions on the sale, and, if the Sellers deem appropriate, to reject any bids or continue the sale (whether for all of the Sale Assets or separate lots) without prior notice.
5. Stalking Horse Bid. On May 8, 2019, the Assignee received and accepted an Asset Purchase Agreement (“APA”) from an unrelated third party purchaser (“Purchaser”), for the Assignee’s right, title and interest in and to the Sale Assets (the description of the assets being purchased is set forth in detail in the APA), in a single lot for a price of $2,300,000, plus such other financial considerations which shall be made final by May 29, 2019, plus all interim advances (“Interim Advances”) expended by the Purchaser to operate the business from May 8, 2019 through the Sale Date (collectively “Purchase Price”). The final Purchase Price will not be less than the foregoing and may be higher; and shall be determined by the Assignee by May 29, 2019. The APA is subject to the Assignee’s right to receive a higher and better bid from a qualified purchaser at the Auction.
6. Qualified Bids. To be a qualified bidder, a party must, by the Bid Deadline, submit to the Assignee a cash deposit (“Deposit”) in the amount of $150,000 and a fully executed subsequent offer (“Subsequent Offer”). Any Subsequent Offer from a qualified purchaser must include: (a) a copy of the APA, marked to show any proposed changes; plus (b) $80,000. The Sellers further reserve the right to determine the qualifications of any qualified purchaser including the ability to close the transaction on the terms and conditions referenced herein.
7. Bidding Procedures at Auction.
8. Further information. For further information regarding the Sale Assets and to arrange for an inspection of the Sale Assets, please contact Sellers as follows:
Howard B. Samuels, Esq., Assignee
David N. Missner, Esq.
Jeffrey D. Samuels
Rally Capital Services, LLC
350 North LaSalle St., Suite 1100
Chicago, IL 60654
|Attorney for Secured Creditor
Jeremy T. Waitzman
Sugar Felsenthal, Grais & Helsinger, LLP
30 N. LaSalle St., Suite 3000
Chicago, IL 60602
9. About Rally Capital. Rally is a consulting firm specializing in providing financial, administrative and operational service to high growth, under-performing and distressed companies within or out of bankruptcy. Rally has collaborated with hundreds of businesses and their financial advisors to help restore profitability, enhance performance, improve fiscal management, restructure and properly manage growth.
The editors and editorial board of DailyDAC include preeminent restructuring and insolvency professionals, journalists, and editors. They are devoted to providing reliable and plain English education and deal intelligence about assignments, corporate bankruptcy, receiverships, out-of-court workouts and similar topics.
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