SALE OF ASSETS: Notice is hereby given that on Wednesday, March 29, 2023 at 2:00PM CDT (the “Date of Sale”), in the offices of Rally Capital Services, LLC, 350 North LaSalle St, Suite 1100, Chicago, IL 60654, Howard B. Samuels, not individually, but solely as Assignee for the Benefit of Creditors (the “Assignee” or “Seller”) of International Spring Company (“ISCO”) and authorized agent of JHG Leasing, LLC and Warnock Spring Mfg., Co. (the “Equipment Companies”), shall hold a public auction to offer for the sale of substantially all assets of ISCO and equipment owned by the Equipment Companies (collectively the “Sale Assets”) including the Seller’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 and by whomever possessed including but not limited to: All cash and cash equivalents including but not limited to all cash on hand and monies and securities in bank accounts, depository accounts, investment accounts and other short term instruments; All machinery, equipment, furniture and fixtures spare parts, supplies, packing materials, computer hardware and software, motor vehicles and rolling stock, molds, forms, dies and tooling, parts, accessories, signs, displays, display equipment, devices, shelving, conveyor systems, office equipment, tools, storage and warehouse equipment, telephone equipment and systems, office and other supplies, and promotional materials and advertising literature and all other personal property, of every kind and nature whatsoever, owned, leased, or used by ISCO, the Equipment Companies and/or the Seller, if any, and pertaining to Company’s business; All supplies and inventory including but not limited to raw materials, packaging materials, work in process, finished goods, service parts, supplies and inventory, including supplies and inventory in transit, pertaining to its business. Inventory items shall be set forth on a schedule as of the closing date; All accounts receivable including but not limited to accounts receivable, trade accounts receivable net of offsets for accounts payables owing by ISCO to the same party, including, without limitation, the amounts due to the Seller for product shipped as of the closing date, whether shipped directly from the manufacturer or from any warehouse of the Seller to the customer, but unbilled as of the closing date, notes receivable, refunds, rebates, claims of any kind against third parties relating to ISCO’s business or Assets, whether choate or inchoate, known or unknown, contingent or non-contingent, including, all the Seller’s rights under express or implied warranties from suppliers and vendors with respect to the Assets and its business, commercial tort claims, and any right of the Seller to obtain money or other consideration, outstanding as of the Closing Date, and any guarantees related to any of the foregoing (the “Accounts Receivable”); All contracts and contract rights including but not limited to contracts, contracts and contract rights shall include all contracts to which ISCO and/or the Seller is a party (including any and all rights of indemnification accruing in favor of ISCO and/or its shareholders, partners, directors, officers, employees and agents), any rights under any contract, including contracts under which the Seller has or may acquire any rights or benefits, all current and pending estimates, open orders, customer contracts, and purchase orders and contracts under which the Seller or any of the assets owned or used by the Seller is or may become bound, and all outstanding offers or solicitations made by or the Seller to enter into any contract; All governmental authorizations and all pending applications thereof or renewals thereof, in each case to the extent transferable to Buyer; All of ISCO’s financial records including but not limited to all books and records relating to ISCO and its business, files and databases, customer lists and sales records, referral sources, research and development reports, supplier lists and purchase records, employee records and files, files and records relating to salesman commissions or other compensation, production reports, service and warranty records, equipment logs, operating guides and manual, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents, but excluding business organizational documents, corporate minute book, corporate seal, stock record books, income tax returns, checkbooks, cancelled checks and any other documentation necessary for the Seller to concluded and wind up its affairs (collectively, the “Excluded Books and Records”); All computer hardware and software including but not limited to computers and hardware, peripherals, accessories, attachments and documentation associated therewith, and, to the extent assignable, software, and all source codes, object codes and documentation associated therewith owned or licensed by Company; All general intangibles including but not limited to intangible assets or intellectual property, if any, including without limitation, all trademarks subject to outstanding licensing agreements, trade names, patents (current and expired), patent rights, service marks, service names, brand names, domain names, websites, URLs, royalties, symbols, logos, slogans, designs, copyrights, technical know-how, sales techniques, methods, procedures, and all applications and renewal rights for, and all other rights associated with, all of the foregoing; all claims and rights for, and benefits arising therefrom, with or against all persons or entities relating to ISCO’s business or the Assets, all of the Seller’s right, title and interest in and to the name “International Spring Company”, or any name used by the ISCO or any of its predecessors in the past or and any variants or usage thereof; the rights to use all telephone and fax numbers currently in use by ISCO; and the goodwill associated with its business; and any and all other proprietary information, intangible or intellectual property pertaining to the Assets and belonging to or registered in the name of ISCO; All insurance policies, claims, and benefits including but not limited to all of ISCO and Seller’s rights under any insurance policy, all claims made or accrued, all benefits of any such insurance policy, including rights and proceeds, arising from or relating to ISCO or the Assets or any assumed liability prior to the closing date; All security deposits and prepaid expenses including but not limited to all security deposits, vendor deposits and rights of the Seller relating to prepaid expenses, claims for refunds and rights to offset in respect thereof; and all permits and licenses including but not limited to permits, licenses, certifications and approvals, to the extent they are assignable, including, without limitation, all environmental permits, food and drug permit, alcohol permit, business licenses, if any (collectively known as the “Sale Assets”) which are more fully described in the Asset Purchase Agreement.
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 Seller 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 Seller deems appropriate, to reject any bids or continue the Auction (whether for all of the Sale Assets or separate lots) without prior notice.
On March 8, 2023, 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 approximately Five Hundred Seventy-Nine Thousand Dollars ($579,000) (the “Purchase Price”), plus the assumption of certain of ISCO’s obligations pursuant to the APA, plus all interim advances which are estimated to be approximately $50,000 (“Interim Advances”) advanced by the Purchaser to operate the business from March 8, 2023 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 March 27, 2023, submit to the Assignee a cash deposit via wire transfer or cashier’s check (the “Deposit”) in the amount of $50,000 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 (plus $50,000 bid protection; plus the value of assumed liabilities under the APA; plus all Interim Advances). The Seller further reserves 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, telephonically or via Zoom 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 Twenty-Five Thousand Dollars ($25,000) greater than the then-prevailing bid in the Auction. At the conclusion of the Auction, the Seller 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 Seller 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 Seller’s option, be sold to the next highest bidder without prejudice to or waiver of the Seller’s rights and remedies against the defaulting highest bidder. The Seller reserves 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
|Attorney for Purchaser
Gregory J. Jordan, Esq.
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