NOTICE OF PUBLIC SALE BY ORDER OF ASSIGNEE FOR THE BENEFIT OF CREDITORS OF INTEGRATED ORTHOPEDICS, INC D/B/A WABASH MEDICAL INC. 3717 NORTH RAVENSWOOD AVE., SUITE 217 CHICAGO, IL 60613
SALE OF ASSETS: Notice is hereby given that on January 29, 2016 at 2:00 pm, central time (the “Date of Sale”), in the offices of Rally Capital Services, LLC, 350 North LaSalle St, Suite 1100, Chicago, IL 60654, that Howard B. Samuels, not individually, but solely as Assignee for the Benefit of Creditors of Integrated Orthopedics, Inc., d/b/a Wabash Medical, Inc. (the “Company”), shall hold a public auction in accordance with Illinois common law to offer for sale in a single lot all of the Company’s right, title and interest in and to substantially all of its assets whether tangible or intangible, real or personal or mixed, owned or lease (including indirect and other forms of beneficial interest) wherever located and by whomever possessed including but not limited to all of Seller’s accounts receivable, inventory, equipment, vehicles, supplies, rights to insurance contracts (to the extent assignable), all rights to leases for real property (subject to landlord consent), all of Seller’s patient, physician and other client information, lists and data (in whatever form and all of which is subject to HIPPA regulations), referral sources, all information and documents related to such contracts, information and data, company names, trade names, website and media (to the extent assignable), all other general intangibles of every kind and nature (including goodwill) related thereto, telephone and facsimile numbers (but not any underlying service contracts and to the extent assignable); and all other intangible and tangible property of every kind and nature (collectively, the “Assets”).
TERMS AND CONDITIONS: The Assets will be sold as a single lot. The Assets will be sold “AS IS, WHERE IS” with all faults and without any express or implied representations or warranties whatsoever, including, without limitation, warranties of merchantability, quiet enjoyment or fitness for a particular purpose or as to the title, value or quality of the Assets. The Assignee reserves 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 (subject to the terms of the APA, as defined below), and, if the Assignee deems appropriate, to reject any bids or continue the Sale (whether for all of the Assets or separate lots) without prior notice.
On January 4, 2016, the Assignee received and accepted an Asset Purchase Agreement (“APA”) from an unrelated third party purchaser, for the Assignee’s right, title and interest in and to the Assets in a single lot for a price of approximately $1,609,132. The purchase price for and in consideration of the transfer and conveyance of the Purchased Assets (the “Purchase Price”) is comprised of $256,533 in cash (“Cash Consideration”) plus an amount equal to the sum of certain continuing Seller obligations assumed by Buyer for vehicles in the approximate sum of $107,813; unexpired leases for real property in the approximate sum of $320,777; and, certain unsecured debt in the approximate sum of $81,542; plus $842,466 for Seller’s accounts receivable, which latter sum shall be paid monthly and be based on accounts receivable collection for the prior month with a final payment on or before April 30, 2016. To be a qualified purchaser, a party must execute a confidentiality agreement and must post with the Assignee a cash deposit (the “Deposit”) in the amount of $100,000 (“One Hundred Thousand Dollars”) which must be paid within two business days prior to the Auction. Any subsequent offer from a qualified purchaser must be for cash, in the amount of at least 8% more than the Purchase Price, plus all interim advances expended by the purchaser to operate the business, plus the payment of an agreed upon break-up fee as specified in the APA. All bidding for the Assets shall be conducted in the same room with the identity and bid terms of all ACTIVE 30641345v2 06/30/2015 bidders fully disclosed and on the record as recorded by a court reporter. All subsequent overbids shall be at least Ten Thousand Dollars ($10,000) greater than the then prevailing bid in the Auction; provided however, the Assignee reserves the right to change the minimum bid from time to time during the Auction (subject to the terms of the APA). At the conclusion of the Auction, the Assignee 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 Assignee within twenty-four (24) 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 Assignee’s option, be sold to the next highest bidder without prejudice to or waiver of the Assignee’s rights and remedies against the defaulting highest bidder. The Assignee reserves the right to adjourn the sale from time to time without further notice except as announced at the Auction. The Assignee further reserves the right to determine the qualifications of any bidder including the ability to close the transaction on the terms and conditions referenced herein.
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
Attorney for Assignor
Barbara L. Yong
Golan & Christie LLP
70 W Madison, Ste 1500
Chicago, IL 60602
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