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SALE OF ASSETS: Notice is hereby given that on Wednesday, April 3, 2019 at 2:00 pm, CDT (the “Date of Sale”), in the offices of Rally Capital Services, LLC, 350 North LaSalle St, Suite 1100, Chicago, IL 60654, the secured party, Gibraltar Business Capital (individually and collectively “Lender”) and Howard B. Samuels, not individually, but solely as Assignee for the Benefit of Creditors (the “Assignee”) and together with Lender (“Sellers”) of Sunburst Digital, Inc. (“Sunburst”), shall hold a joint public auction (“Auction”) in accordance with the Uniform Commercial Code (as adopted under Illinois law) and other applicable law (the “Joint Sale”) to offer for sale substantially all assets of Sunburst (collectively the “Sale Assets”) including all of the Sellers’ 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 and by whomever possessed including but not limited to: (a) all tangible property, including but not limited to, cash, accounts receivable, office furniture, fixtures, computer hardware, machinery, equipment, goods, motor vehicles, leasehold improvements, inventory, work in process, tools, marketing records, customer lists, mailing lists, warranty records, sales literature and other sales aids, catalogs, accounting records, graphic materials, and pricing and information materials; and (b) all intangible property, including but not limited to, all contract rights and interests, all intellectual property including, without limitation, copyrights, trademarks (common and registered), trade names, service marks, service names, licenses, patents, permits, websites, domain names, email addresses, proprietary information, technical information and data, electronic systems and processes and other similar intangible property rights and interests, computer software, telephone/fax numbers and telephone listings (to the extent assignable), trade accounts receivable, open orders, prepaid expenses, promissory notes, all possible causes of action, contingent and unliquidated claims, filed and unfiled choses in action and goodwill.

TERMS AND CONDITIONS: 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. Assignee is not transferring or selling 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 Date of Sale, 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 Auction (whether for all of the Assets or separate lots) without prior notice.

On March 20, 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 Fifty Thousand Dollars ($50,000) (the “Purchase Price”), plus the assumption of certain of Sunburst’s obligations pursuant to the APA, plus all interim advances which are estimated to be approximately $50,000 – $100,000 (“Interim Advances”) advanced by the Purchaser to operate the business from March 20, 2019 through the Date of Sale (collectively “The Purchase Price”). The final purchase price will be determined prior to the Sale. The APA will be subject to the Assignee’s right to receive a higher and better bid from a qualified purchaser at the Auction.  To be a qualified purchaser, a party must, no later than noon CDT on April 2, 2019, submit to the Assignee a cash deposit (the “Deposit”) in the amount of $10,000 and a fully executed subsequent offer (“Subsequent Offer”). Any Subsequent Offer from a qualified purchaser must include all of the terms and conditions set forth in the APA except that the offered price must equal the sum of: (i) the Purchase Price (including $50,000; plus the value of assumed liabilities under the APA; plus all Interim Advances); plus (ii) additional cash in an amount equal to 10% of the Purchase Price. 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. All bidding for the Sale Assets shall be conducted in the same room with the identity and bid terms of all bidders fully disclosed and on the record as recorded by a court reporter.  All subsequent overbids shall be at least One Thousand Dollars ($1,000) greater than the then-prevailing bid in the Auction.  At the conclusion of the Auction, the Sellers shall declare on the record which bid has been declared the highest and best bid accepted and shall recite the terms of winning bid into the record with the concurrence of the prevailing bidder. The balance of the purchase price must be paid to the Sellers within forty-eight (48) hours after the Auction.  If the successful bidder fails to pay the balance of its successful bid, then its Deposit will be forfeited and the Assets may, at the Sellers’ option, be sold to the next highest bidder without prejudice to or waiver of the Sellers’ rights and remedies against the defaulting highest bidder.  The Sellers reserve the right to adjourn the Auction from time to time without further notice except as announced at the Auction. Every qualified purchaser who participates in the Auction, including the Purchaser, accepts the terms and conditions provided for herein as well as the APA and have agreed to these terms and conditions.

For further information regarding the Assets and to arrange for an inspection of the Assets, please contact Assignee 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
(312) 645-1975
Attorney for Debtor
Jack O’Connor, Esq.
Sugar Felsenthal Grais & Helsinger, LLP
30 North LaSalle St., Suite 3000
Chicago, IL 60602

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