PUBLIC NOTICE OF UCC ARTICLE 9 SALE: American Titanium Works LLC

NOTICE OF PUBLIC DISPOSITION OF
ASSETS OF AMERICAN TITANIUM WORKS LLC

March 18, 2024

To: Attached Service List

From: Tronox LLC
263 Tresser Blvd.
Suite 1100
Stamford, CT 06901

NOTICE IS HEREBY GIVEN that Tronox LLC, as a secured party (on behalf of itself and its affiliates, successors, and assigns, individually or collectively, the “Secured Party”), will sell the assets of American Titanium Works LLC, a Delaware limited liability company (the “Debtor”), to the highest or otherwise best qualified bidder(s) at a public disposition to be conducted at 11:00 A.M. PDT, April 2nd, 2024 (the “Sale”).  The Secured Party shall conduct the Sale in accordance with Article 9-610 and other applicable provisions of the Uniform Commercial Code (the “UCC”) and the Transaction Documents (as defined below) and will conduct the Sale via Zoom through the offices of:

Brian Testo Associates, LLC
4035 East Thousand Oaks Blvd. Suite 105
Westlake Village, CA 91362.

Pre-qualified bidders may participate in the online Sale. Contact Brian Testo for more details.

Auctioneer
Brian Testo
Brian Testo Associates, LLC
Phone: 818.592.6592
Cell: 818-312-1699
Email: [email protected]

Pursuant to (i) that certain Loan Agreement dated as of August 15, 2018 by and between Secured Party and Debtor (the “Loan Agreement”), (ii) that certain Promissory Note in the original principal amount of $9,500,000 dated as of August 15, 2018 issued by Debtor in favor of Secured Party (the “Note”), (iii) that certain Intellectual Property Security Agreement dated as of August 15, 2018 by and between Secured Party and Debtor (the “Security Agreement”), and (iv) that certain Forbearance Agreement dated as of September 16, 2022 by and between Secured Party and Debtor (the “Forbearance Agreement”, and together with the Loan Agreement, the Note, the Security Agreement and all other documents or instruments evidencing and/or securing the Debtor’s obligations to the Secured Party thereunder, as amended, supplemented, renewed, reaffirmed, or otherwise modified at any time, and from time to time, collectively being the “Transactions Documents”), the Debtor granted the Secured Party a security interest in substantially all of the Debtor’s assets, as described on Exhibit A attached hereto (the “Sale Assets”). The Debtor is in default of its obligations under the Transaction Documents, as set forth in that certain Notice of Default dated February 12, 2024. The Debtor is in default of its obligations under the Transactions Documents. In total, the Debtor owes not less than $14,216,781 plus additional interest and collection costs, including attorneys’ fees. Upon request, the Secured Party will work to provide potential bidders with additional information and/or inspection rights regarding the Sale Assets.

TERMS OF SALE: The Secured Party shall, in its sole discretion, sell the Sale Assets in a single lot or in multiple lots, by way of one or more contracts, and on such terms and conditions as are agreed upon between the Secured Party and any purchaser of the Sale Assets, subject to the Secured Party’s security interests and any other valid liens or security interests in existence.

Any party wishing to bid on the Sale Assets at the Sale should pre-register at www.btesto.com before 11:00 A.M. PDT, on April 2nd, 2024, to ensure any applicable pre-qualification criteria are met. A party may be required to prequalify as a bidder by delivering, if requested, proof (satisfactory to the Secured Party) of such party’s financial ability to consummate a sale of the Sale Assets to counsel for Secured Party at the address listed below or via email to [email protected] before 11:00 A.M. PDT, on April 2nd, 2024. Each prevailing bidder must pay the entire purchase price for its successful bid by wire transfer, certified check, or cashier’s check payable to the Secured Party within three (3) business days after the Secured Party’s acceptance of such prevailing bidder’s bid. The Sale Assets will not be transferred until the entire purchase price is paid.

If any prevailing bidder defaults on payment of the purchase price for any of the Sale Assets, the party that submitted the next highest bid for such Sale Assets shall automatically be deemed to have submitted the prevailing bid, and the Secured Party may, at their option, consummate the sale of such Sale Assets to such bidder.

The Secured Party reserves the right to: (a) submit a “credit bid” for any or all of the Sale Assets; (b) adjourn or cancel the Sale without notice; (c) alter the bidding, auction, or payment procedures for the Sale; (d) abandon or elect not to dispose of certain Sale Assets; and/or (e) reject any and all bids. If the Secured Party accepts bid(s) for any Sale Assets, the Secured Party will provide the prevailing bidder(s) with a bill of sale for such Sale Assets with no representations or warranties of any kind or nature whatsoever. At the time of the Sale, the Secured Party may announce additional disclosures and disclaimers regarding the Sale Assets and additional or alternative terms, conditions, and procedures related to the Sale.

The Secured Party expects to publish notice of its intent to conduct the Sale in advance of the Sale date.

By selling and purchasing the Sale Assets pursuant to the Sale, neither the Secured Party nor any purchaser of the Sale Assets shall assume any liability or obligation whatsoever regarding any debts, expenses, or liabilities of the Debtor or any other person or entity, and all such debts, expenses, and liabilities shall not be assumed or deemed to be assumed by the Secured Party or any purchaser. Neither the Secured Party nor any purchaser shall be, or shall be deemed to be, a “successor” of or to the Debtor or any other person or entity for any purpose.

Except to the extent that such right is waived, and in accordance with Section 9-623 of the UCC, the Debtor, any secondary obligor, or any other secured party or lienholder has a right to redeem the Sale Assets at any time before the Secured Party has disposed of the Sale Assets or has entered into a contract for the disposition of the Sale Assets by tendering fulfillment of all obligations secured by the Sale Assets as well as any expenses reasonably incurred by the Secured Party in retaking, holding, and preparing the Sale Assets for disposition, in arranging for the Sale, and, to the extent provided in the Transaction Documents and not prohibited by law, the Secured Party’s reasonable attorneys’ fees and legal expenses.

The Sale referenced herein is not intended to be, nor shall it be deemed to be, a “strict foreclosure” or “acceptance of collateral in full or partial satisfaction of obligation” as set forth in Section 9-620 of the UCC.

All sales of the Sale Assets will be final and made on an “AS IS, WHERE IS”, “WITH ALL FAULTS” basis, and will be made WITHOUT WARRANTY, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING TITLE, POSSESSION, QUIET ENJOYMENT, THE LOCATION OF OR ACCESS TO THE SALE ASSETS, THE QUALITY, CONTENT, OR CONDITION OF THE SALE ASSETS, AND WITHOUT ANY RIGHT OF SET-OFF OR RECOUPMENT; ADDITIONALLY, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AS TO ANY OTHER MATTER.

OTHER INQUIRIES: The Debtor is entitled to an accounting of the unpaid indebtedness secured by the Sale Assets. The Debtor may request such an accounting (and interested parties may request additional information regarding the Sale or the Sale Assets) by contacting counsel for the Secured Party:

Joseph C. Barsalona II
Pashman Stein Walder Hayden, P.C. 1007 North Orange Street
4th Floor #183,
Wilmington, DE 19801
(302) 592-6497
[email protected]

/s/ Joseph C. Barsalona II
Joseph C. Barsalona II, Esq.
Counsel to Tronox LLC 

Service List

American Titanium Works LLC
135 South LaSalle, Suite 4000
Chicago, IL 60603

Exhibit A

Sale Assets

All tangible and intangible assets of Debtor, including any rights in any jurisdiction in, to, under or deriving from any of the following (including any improvements thereto or goodwill associated therewith): (a) trademarks, service marks, trade names, service names, certification marks, trade dress, brands, logos, corporate names, domain names and slogans (including any and all registrations, renewals and applications in connection therewith), (b) unregistered copyrights, registered copyrights and applications therefor and all other rights associated with the foregoing and underlying works of authorship, (c) patents, patent applications, continuations-in-part, reissues, reexaminations and/or extensions thereof and (d) other proprietary or confidential technology, inventions (whether or not patentable and whether or not reduced to practice), processes, formulas, techniques, technical skills, expertise and capabilities, trade secrets, technical and business data and other information, know-how, discoveries, designs, drawings, sketches, illustrations, schematics, blueprints, models, prototypes, permits, plans, domain names, software and firmware, data and any related general intangible or documentation.