NOTICE OF PUBLIC SALE OF COLLATERAL
UNDER ILLINOIS UNIFORM COMMERCIAL CODE
1. Executive Summary.
- Patrick Kane (“Lender”) and William Platt (“Borrower”) are parties to a promissory note dated as of March 21, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note”) and to a pledge agreement dated March 21, 2012 provided in connection with the Note (“Pledge Agreement,” together with the Note the “Loan Documents”).
- Pursuant to the Loan Documents and Section 9-610 of the Illinois Uniform Commercial Code, Lender will sell all of Borrower’s right, title and beneficial interest in the Class A Membership Interest, representing 70.0% of all issued and outstanding membership interests in PF Holdings, LLC (the “Assets”) at a public auction to be held, as further described below, on Monday, July 23, 2018 at 1:30 p.m. (“Sale Date”).
- The Assets secure the repayment of the indebtedness of Borrower to Lender under the Note.
2. Extent of Sale.
Lender is not purporting to sell any interest in any Assets that is not (i) owned by the Borrower or (ii) subject to a first priority lien in favor of the Lender. FURTHERMORE, THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY, THE STOCK TO OR FROM ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED
3. Method of Intended Disposition and Terms and Conditions of Sale of Assets.
- As a condition to bidding at the Sale, all bidders (other than Lender) shall present an earnest money deposit in the form of a cash, money order, certified or cashier’s check, or personal check, so long as such personal check is accompanied by a letter of guaranty from the payor bank, made payable to Lender for not less than 25% of their initial bid for the Assets (the “Initial Deposit”).
- Upon acceptance of a bid (the “Accepted Bid”), the successful bidder (other than Lender) shall pay Lender the full amount of the Accepted Bid minus the Initial Deposit (the “Balance”), within 48 hours of the conclusion of the Sale.
- If the successful bidder fails to pay the Balance of its bid within such time, bidder shall forfeit the Initial Deposit to the Lender as liquidated damages and Lender may (but shall not be obligated to) offer the Assets to the next highest bidder. Lender reserves the right to bid at the Sale and to apply the expenses of the Sale and all or any part of the total amount of the indebtedness owed to Lender under the Note as a credit to Borrower’s indebtedness to Lender under the Note.
- Lender shall, however, be required to comply with the conditions, above, imposed upon all other bidders to the extent that Lenders bid exceeds, if at all, the amount of indebtedness of Borrower to Lender under the Note.
- Lender reserves his right, on or prior to the Sale Date, to withdraw all or a portion of the Assets from the Sale for any reason whatsoever, modify, waive or amend any terms or conditions of the Sale or impose any other terms or conditions on the Sale and, if Lender deems appropriate, to reject any or all bids or to continue the Sale to such time and place as the Lender, in his sole and absolute discretion, may deem fit, or to cancel such Sale. Additional or amended terms and conditions of the Sale may be announced on the Sale Date, or any continued Sale.
- Subject to all the terms of this Notice, the Assets will be sold pursuant to public auction (“Sale”) to be held at Chapman Spingola, LLP, 190 S. LaSalle, Suite 3850, Chicago, Illinois 60603 on the Sale Date).
- The Assets will be offered for sale, in bulk, with reserve, and sold to the highest bidder at the conclusion of the Sale, as determined by the Lender in his sole and absolute discretion.
- The Assets will be transferred to the Buyer, or its designee, by way of a bill of sales or such other conveyances or assigning instruments satisfactory to the Lender in his sole and absolute discretion.
4. No Representations/No Warranties.
The Assets will be sold on an “AS IS, WHERE IS” BASIS, WITH ALL FAULTS, WITHOUT RECOURSE, AND WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONDITION OF TITLE, VALUE OR QUALITY OF THE ASSETS, OR WITH REGARD TO ASSETS, LIABILITIES, FINANCIAL CONDITION OR EARNINGS OF THE BORROWER OR ANY OF HIS AFFILIATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, POSSESSION, QUIET ENJOYMENT, OR THE LIKE IN THIS DISPOSITION ARE EXPRESSLY DISCLAIMED.
5. Deficiency Claim and Notice of Right to Accounting.
- Lender reserves all of the rights accruing to him under the Loan Documents, including the right to seek a judgment for any deficiency remaining on account of his indebtedness after the conclusion of the Sale.
- To the extent that the Sale generates proceeds exceeding Borrower’s indebtedness to Lender under the Loan Documents, such excess proceeds will be remitted to Borrower in accordance with Section 9-615 of the Illinois Uniform Commercial Code. Borrower, at any time after receipt of this notice and prior to consummation of the Sale, may request at its expense an accounting from Lender of the unpaid indebtedness secured by the Assets.
6. More Information.
Any requests (1) for information regarding the Note, Pledge Agreement, or Loan Documents, (2) to inspect the loan documents, or (3) for other information should be directed to counsel for the Lender, Douglas F. McMeyer, Chapman Spingola, LLP, 190 S. LaSalle, Suite 3850, Chicago, IL 60603, (312) 606-8742, [email protected], during normal business hours.
7. About Chapman Spingola, LLP.
Chapman Spingola is a business firm that occupies a unique niche in the Chicago legal community; a small firm with large firm practice and experience. It is small enough to give each matter personal attention, but it takes pride in its ability to handle the most sophisticated litigation and transactions. Simply put, it does exceptional work. It does so by developing cost-effective, creative solutions for complex issues and disputes. Its attorneys possess top academic credentials and maintain the highest level of professional ethics and have been recognized for their excellence by their peers and the media. Whether clients are referred to it by other attorneys or contact it directly, they they are consistently pleased with its performance.
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