PUBLIC NOTICE OF ABC SALE: Brooklyn Born Chocolate LLC and Theobroma Chocolates LLC

NOTICE OF SALE

PLEASE TAKE NOTICE that on July 28, 2023 at 9:30 am ET, Stephen B. Ravin, Esq., Assignee for the Benefit of Creditors of Brooklyn Born Chocolate LLC (http://www.brooklynbornchocolate.com ) and Theobroma Chocolates LLC,  (“Assignors”) shall move before the Superior Court of New Jersey, Union County, Chancery Division, Probate Part, (the “Court”) for approval of the stalking horse offer of BBC USA LLC., (“Stalking Horse Offer”) OR ANY HIGHER OR BETTER OFFER (the “Sale Hearing”). The Stalking Horse has entered into an Asset Purchase Agreement (“APA”) with the Assignors on or about April 21, 2023.

PLEASE TAKE FURTHER NOTICE THAT the Stalking Horse is represented by Chad B. Friedman, Esq. and the Assignors are represented by Dipesh Patel, Esq.

PLEASE TAKE FURTHER NOTICE THAT the Stalking Horse Offer is for the purchase of substantially all of the Assignors’ assets, free and clear of liens and claims. Said assets shall be purchased as-is, where-is, with no warranties whatsoever, including a warranty for a particular use or purpose.

The Assignors operate a rented chocolate manufacturing facility in Rahway, New Jersey, specializing in the manufacture of chocolate candies, concentrating in wholesale, private label and custom product.

Pursuant to an Order of the Court entered on June 30, 2023, the following Bid Procedures have been approved, in order to establish bids as Qualified:

1. Any and all competing bids shall be submitted to the Assignee, by no later than 5:00 pm ET seven (7) days prior to the Sale Hearing,  along with a fully executed Asset Purchase Agreement and shall provide the full identity of the bidder and its principal(s)
2. Bids shall be accompanied with a $20,000.00 deposit and credible evidence, in the Assignee’s discretion, that the bidder has the ability to close the sale within 10 (ten) days of the entry of an order approving such offer, including obtaining absolute assignments to such bidder of any required assumed liabilities under the APA.
3. In order for a bid to be “qualified,”  same shall be no less than $50,000, plus reimbursement of advances made by the Stalking Horse Purchaser, higher than the Stalking Horse Bid.

PLEASE TAKE FURTHER NOTICE THAT a data room has been established for due diligence purposes. Interested parties should contact the Assignee with a request in writing for admission to the data room, which will require the interested party’s execution of a non-disclosure agreement.

                                                                                           Stephen B. Ravin, Esq., Assignee
Saul Ewing LLP
[email protected]