PUBLIC NOTICE OF UCC SALE: BLACK DOG CHICAGO, LLC

Notice Of Sale Of Collateral Under The Uniform Commercial Code

Debtor:
BLACK DOG CHICAGO, LLC, an Illinois limited liability company
4226 Lawndale Avenue, Lyons, Illinois 60543

Secured Party:
INDER GAURI, a natural person
1611 West Rosehill Drive, Chicago, Illinois 60660

NOTICE

Under Section 5/1-101 et. seq. of the Illinois Uniform Commercial Code (810 ILCS 5/1-101) and pursuant to the terms and provisions contained in that certain Security Agreement dated as of January 3, 2019 and executed by Black Dog Chicago, LLC (“Debtor”) and PNC, National Association, the predecessor-in-interest to Inder Gauri (“Gauri”), Gauri will sell via auction at public sale (the “Auction”) on MONDAY, JUNE 3, 2024 at 10:00 a.m. Central Daylight Time (the “Auction Date”), at the offices of Robbins DiMonte, Ltd., 180 N. LaSalle Street, Suite 3300, Chicago, Illinois, virtually hosted on Zoom and recorded, in accordance with the terms and conditions set forth below the following described property: 100% of the legal and beneficial limited liability company interests in (a) BLACK DOG PETROLEUM LLC, an Illinois limited liability company and (b) BLACK DOG FOODS, LLC, an Illinois limited liability company (together, the “Collateral”). In addition to the Auction being conducted in person as set forth above, the Auction will be held virtually on Zoom and recorded.

Under the terms of a Loan Agreement dated September 19, 2017, as amended by an Amendment to Loan Documents dated January 3, 2019, PNC, National Association (“PNC”), the predecessor-in-interest to Inder Gauri, made a commercial loan to Debtor and other entities (the “Loan”). Under the terms of a Loan Sale Agreement dated September 8, 2023, Gauri purchased and was assigned all of PNC’s right, title, and interest to the Loan and the documents and instruments executed and delivered in connection with the Loan as identified therein, including, without limitation, the Security Agreement dated as of January 3, 2019 executed by Debtor and PNC. As assignee of the Loan and as successor-in-interest to PNC, Gauri may exercise all rights and remedies of PNC under the Security Agreement, including without limitation, all the remedies of a secured party under the Uniform Commercial Code. On November 2, 2022, the Bankruptcy Court for the Northern District of Illinois, Eastern Division, entered an order in Case No. 21-03680 granting PNC’s motion to lift the automatic stay to enable PNC to exercise its state law remedies and rights with respect to the Collateral.

The terms of the sale will be as follows. All bids must be given orally or in writing at the time of sale. In conjunction with such bid, each bidder (except Gauri) must deposit in Robbins DiMonte, Ltd.’s IOLTA trust account a cashier’s check equal to 5% of said bidder’s proposed purchase price for the Collateral. Said cashier’s check must be drawn on a bank located in Chicago, Illinois. Gauri shall not be obligated to accept any bid if he deems the bid inadequate.

Gauri reserves his right to credit bid for the Collateral under any circumstance, regardless of whether any bid has been received. Gauri shall have the right to adjourn the sale before, during or after the commencement of bidding. Upon completion of bidding and, if applicable, acceptance of a bid, Gauri shall return all cashier’s checks deposited by unsuccessful bidders and retain the cashier’s check of the successful bidder, if any, as an earnest money deposit. Said successful bidder, if any, will be required to pay the balance of the bid price by cash, or cashier’s check drawn on a bank located, in Illinois, within seventy-two (72) hours of the conclusion of the Auction. Failure to pay said balance will result in an automatic forfeiture of the earnest money deposit made by the successful bidder. In such event, Gauri shall have the right to accept the bid of any other bidder at the sale, subject to such bidder’s reaffirmation of its bid. Gauri shall have no obligation to reconvene the sale, accept additional bids or notify any other bidders of the failure of the successful bidder to consummate the sale. The successful bidder, if any, upon payment of the bid price, will receive from Gauri an assignment of 100% of the legal and beneficial limited liability company interests in Black Dog Petroleum LLC, an Illinois limited liability company, and Black Dog Foods LLC, an Illinois limited liability company. No representations or warranties of any kind are or will be given by Gauri at the time of such assignment.

This sale is being held to enforce Gauri’s rights in the Collateral in order to satisfy the indebtedness of the Debtor to Gauri. The Collateral secured the repayment of indebtedness of the Debtor to Gauri in an amount in excess of $1 million, which figure includes principal, interest and any amounts due Gauri as of the Auction Date, including the expenses incurred by Gauri in connection with the Auction.

If Gauri is the highest bidder, via credit bid of some or all of the Indebtedness Due, Gauri shall take title to the Collateral in his own name or direct that title be taken in the name and for the account of a subsidiary or affiliate of Gauri. Gauri further reserves his 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. Gauri further reserves the right, in his sole discretion, to reject any bids and/or to adjourn, delay or terminate the sale.

NONE OF THE COLLATERAL HAS BEEN REGISTERED FOR SALE UNDER ANY FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS, AND AS SUCH MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY GAURI OR A PURCHASER OF ANY COLLATERAL EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. IN ADDITION, NONE OF THE COLLATERAL IS CERTIFICATED. FURTHER, ANY PURCHASER MUST REPRESENT TO GAURI, AT THE TIME OF ASSIGNMENT, THAT (I) THE COLLATERAL IS BEING ACQUIRED FOR THE PURCHASER’S OWN ACCOUNT AND NOT WITH A VIEW TOWARD THE SALE OR DISTRIBUTION THEREOF, AND (II) THE COLLATERAL WILL NOT BE RESOLD UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, OR UNDER A VALID EXEMPTION FROM SUCH REGISTRATION.

Debtor is entitled to an accounting of the unpaid indebtedness secured by the Collateral. Debtor may request an accounting by emailing the Secured Party’s attorneys at the email address shown below.

Prospective purchasers will be furnished, upon request, such information concerning the financial position of Debtor or the Collateral as may, at that time, be in possession of Gauri. Such information will be kept in a secure data room to which such login information will be provided upon execution of a non-disclosure agreement acceptable to Gauri.

Persons interested in bidding should direct all requests for information, requests for Zoom invitation to the Auction, written bids, or other questions or comments to: Steve Jakubowski, Robbins DiMonte, Ltd., 180 N. LaSalle St., Suite 3300, Chicago, IL 60601; facsimile 312-782-6690; email: [email protected]