SALE OF ASSETS: Notice is hereby given that on Wednesday, March 24, 2021 at 2:00 pm, CDT (the “Date of Sale”), via videoconference from the offices of Jordan & Zito, LLC, secured party, Merchants Capital Finance Corporation, an Illinois corporation (“Lender”) shall hold a public auction (“Auction”) in accordance with the Uniform Commercial Code (as adopted under Illinois law) and other applicable law (the “Sale”) to offer for sale substantially all assets of ATR Transmission Remanufacturing, Inc. (“ATR”) including all of ATR’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 or by whomever possessed including but not limited to: (a) all tangible property, including but not limited to, cash, accounts receivable, office furniture, fixtures, computer hardware, machinery, equipment, goods, motor vehicles, leasehold improvements, inventory, work in process, tools, marketing records, customer lists, mailing lists, warranty records, sales literature and other sales aids, catalogs, accounting records, graphic materials, and pricing and information materials; and (b) all intangible property, including but not limited to, all contract rights and interests, all intellectual property including, without limitation, copyrights, trademarks (common and registered), trade names, service marks, service names, licenses, patents, permits, websites, domain names, email addresses, proprietary information, technical information and data, electronic systems and processes and other similar intangible property rights and interests, computer software, telephone/fax numbers and telephone listings (to the extent assignable), trade accounts receivable, open orders, prepaid expenses, promissory notes, all possible causes of action, contingent and unliquidated claims, filed and unfiled choses in action and goodwill (the “Sale Assets”).
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. The Lender is not transferring or selling herein any leased property, whether real or personal, whether evidenced by a true lease or a capital lease (unless the capital lessor so consents). The Lender 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, and, if the Lender deems appropriate, to reject any bids or continue the sale (whether for all of the Sale Assets or separate lots) without prior notice.
On March 8, 2021, the Lender received and accepted an Asset Purchase Agreement (“APA”) from a third party purchaser (“Purchaser”), for the Lender’s right, title and interest in and to the Sale Assets (the description of which is further set forth in detail in the APA), in a single lot for a price of $1,000,000 (the “Purchase Price”), plus such other financial considerations which shall be made final by March 24, 2021 (collectively “The Purchase Price”). The final Purchase Price will not be less than the foregoing and may be higher which will be finally determined by March 24, 2021. The APA will be subject to the Lender’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 Tuesday, March 23, 2021, submit to the Lender a cash deposit (the “Deposit”) in the amount of $100,000 and a fully executed subsequent offer (“Subsequent Offer”). Any Subsequent Offer from a qualified purchaser must include: (a) all of the terms and conditions set forth in the APA; and (b) additional cash in an amount equal to: (i) bid protection of $60,000 (which could become higher depending upon the ultimate purchase price); and (ii) such other financial considerations which shall be made final by March 24, 2021. The Lender further reserve 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, via video conference, 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 ($25,000) greater than the then prevailing bid in the Auction; provided, however, the Lender reserve the right to change the minimum bid from time to time during the Auction. At the conclusion of the Auction, the Lender 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 Lender within twenty-four (24) hours after the Auction. If the highest bidder fails to pay the balance of its bid, then its Deposit will be forfeited and the Sale Assets may, at the Lender’s option, be sold to the next highest bidder without prejudice to or waiver of the Lender’s rights and remedies against the defaulting highest bidder. The Lender reserve the right to adjourn the sale 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 or must accept the terms and conditions provided for herein as well as the APA and have agreed or must agree to these terms and conditions.
Lender reserves the right to credit bid the total indebtedness due and owing by ATR’s to Lender together with Lender’s costs and attorney’s fees and interest payable from March 5, 2021 to the date of sale. As of March 5, 2021, the total amount due Lender from ATR was equal to $2,384,495.22. Pursuant to Ill. Rev. Stat. 810 ILCS 5/9-610, Lender retains the right to bid on and purchase the above-described property at the Sale. Lender reserves the right, on or prior to the Sale, to modify, waive or amend any terms or conditions of the Sale or impose any other terms and conditions of the Sale and if Lender deems appropriate, reject all bids, or continue the Sale. For further information regarding the Sale Assets, to arrange for an inspection of the Sale Assets, and information concerning participating via video conference, please contact Lender as follows:
Attorney for Secured Creditor
Gregory J. Jordan
Jordan & Zito LLC
55 West Monroe St., Suite 3600
Chicago, IL 60603
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