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PUBLIC NOTICE OF UCC SALE: ECI West, Inc.

NOTICE OF PUBLIC SALE

NOTICE IS HEREBY GIVEN that on Monday, May 9, 2022, at 10 A.M., Little Rock, Arkansas-time, Deep South Delivery, LLC as agent under the below-referenced Credit Agreement (in such capacity “Agent”) and a secured party, and in its capacity as purchaser under the below-referenced Note Purchase Agreement (in such capacity “Purchaser” and Deep South Delivery, LLC in its capacity as both Agent and Purchaser (“Deep South”)), intends to sell, or cause to be sold, at a public sale (the “Public Sale”) conducted in accordance with Article 9 of the Uniform Commercial Code, as enacted in all applicable jurisdictions (“UCC”), all right, title and interest of the below-referenced Grantor, if any as the case may be for each Grantor, in and to the Sale Collateral generally described below, and more specifically described in the list of assets enclosed with that certain notification of public disposition transmitted to the Grantors, as that term is defined in the last paragraph below.

The Sale Collateral, again as described below, is that of ECI West a delivery and courier company providing e-commerce solutions, same-day, scheduled and on-demand distribution, and warehousing logistics support to businesses of all sizes. The Public Sale will take place at the law offices of Wetzel & Moore, P.A. located at 200 North State Street, Suite 200 Little Rock, Arkansas 72201. Qualified bidders, discussed at the end of this notice, should ask for J. Brad Moore.

Pursuant to that certain Credit Agreement, dated April 8, 2014, by and among Grantor as Borrower and/or Guarantor (as applicable),1 Agent and the Lenders from time to time party thereto (as amended, supplemented, restated, or otherwise modified from time to time the “Credit Agreement”), the Lenders have extended loans to Borrower, and Grantors have granted Agent for the benefit of Agent and the Lenders continuing security interests in, and liens on, among other things, the Sale Collateral to secure the payment and performance of the Obligations2 in respect of the loans under the Credit Agreement. Pursuant to that certain Subordinated Note Purchase Agreement, dated December 23, 2014 (as amended, supplemented, restated, or otherwise modified from time to time the “Note  Purchase Agreement” and together with the Credit Agreement the “Agreements”) by and among Grantor as Issuer and/or Issuer Party (as applicable),3 Purchaser funded certain acquisitions in exchange for acquiring that certain Senior Subordinated Promissory Note, dated April 8, 2014 (as amended, supplemented, restated, or otherwise modified from time to time the “Note”) and Grantors have granted Purchaser continuing security interests in, and liens on, among other things the Sale Collateral to secure the payment and performance of the Obligations.4 Grantors are in default of the Obligations, as applicable, under both the Credit Agreement and the Note Purchase Agreement, and the Public Sale is being held to enforce the rights and remedies of Deep South under both the Credit Agreement and the Note Purchase Agreement. Capitalized terms used but not otherwise defined in this paragraph or elsewhere in this publication have the meanings given to them in either the Credit Agreement or the Note Purchase Agreement as will be indicated.

Subject to the terms herein, and as more specifically provided in the list of assets included with that certain notification, “Sale Collateral” means and refers to the following Collateral of Grantor ECI West, as all capitalized terms in (a) through (q) are defined in the Operative Documents5: (a) the Accounts; (b) Chattel Paper; (c) Commercial Tort Claims; (d) Deposit Accounts, all cash and other property deposited therein or otherwise credited thereto from time to time and other monies and property in the possession or under the control of Agent, any Lender or any other Secured Party or any affiliate, representative, agent or correspondent of Agent, any Lender or any other Secured Party; (e) Documents; (f) Equity Interests; (g) General Intangibles, including without limitation any and all Intellectual Property and any and all Acquisition Document Undertakings, and any and all trademarks and tradenames, trade dress, logos, business contacts, customer contacts and lists, vendor contacts and lists, goodwill, domain names and websites, service plans, contract rights, and lease interests; (h) Goods, including without limitation any and all Inventory, any and all Equipment, and any and all Fixtures and any and all office supplies, computers, cabling, racking, wiring, and security systems; (i) Instruments; (j) Investment Property; (l)Letter-of-Credit Rights; (m) Supporting Obligations; (n) Any and all other personal property and interests in property whether or not subject to the Uniform Commercial Code; (o) Any and all books and records, in whatever form or medium, that at any time evidence or contain information relating to any of the foregoing properties or interests in properties or are otherwise necessary or helpful in the collection thereof or realization thereon; (p) All Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (q) All Proceeds and products of the foregoing, and all insurance pertaining to the foregoing and proceeds thereof; and, as the capitalized terms in (i) through (xvi) are defined in the Operative Documents6: (i) Accounts; (ii) Chattel Paper; (iii) Commercial Tort Claims; (iv) Deposit Accounts, all cash, and other property deposited therein or otherwise credited thereto from time to time and other monies and property in the possession or under the control of Senior Agent, Secured Party or any affiliate, representative, agent or correspondent of Senior Agent or Secured Party; (v) Documents; (vi) Equity Interests; (vii) General Intangibles, including without limitation any and all Intellectual Property and any and all Acquisition Document Undertakings and any and all trademarks and tradenames, trade dress, logos, business contacts, customer contacts and lists, vendor contacts and lists, goodwill, domain names and websites, service plans, contract rights, and lease interests; (viii) Goods, including without limitation any and all Inventory, any and all Equipment and any and all Fixtures and any and all office supplies, computers, cabling, racking, wiring, and security systems; (ix) Instruments; (x) Investment Property; (xi) Letter-of-Credit Rights; (xii) Supporting Obligations; (xiii) Any and all other personal property and interests in property whether or not subject to the Uniform Commercial Code; (xiv) Any and all books and records, in whatever form or medium, that at any time evidence or contain information relating to any of the foregoing properties or interests in properties or are otherwise necessary or helpful in collection thereof or realization thereon; (xv)All Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and (xvi) All Proceeds and products of the foregoing, and all insurance pertaining to the foregoing and proceeds thereof. Wherever any of the foregoing from (a)-(q) and (i)-(xvi) maybe located, including, but without limitation, (1) Tupelo, OK; (2) Tulsa, OK; (3) Oklahoma City, OK; (4) Austin, Texas; (5) Dallas, Texas; (6) Tyler, Texas; (7) Houston, Texas; (8) Waco, Texas;(9) Little Rock, Arkansas; (10) Fort Smith, Arkansas; (11) Springdale, Arkansas; (12)Shreveport, Louisiana; and (13) Monroe, Louisiana.

Please be advised that Deep South reserves the right to cancel or postpone the Public Sale at anytime or to cause the Public Sale to be adjourned from time to time. Any adjournment or continuation of the Public Sale will be announced at the place and on the date of the Public Sale, either directly or indirectly through Deep South’s nominees and/or assigns, and without the necessity of prior or subsequent written or published notice.

All bids must be made orally at the place of the Public Sale. However, upon request, a qualified bidder may participate and place bids in the Public Sale virtually, on such virtual platform as Deep South, in its sole discretion, elects to use. Subject to the terms herein, the Sale Collateral will be sold to the highest qualified bidder for cash, or the credit against outstanding indebtedness held by Deep South or for which Deep South is entitled by contract or applicable law to bid. Each bid is merely an offer and is not binding unless accepted by Deep South. All offers must contain no contingencies that are unsatisfactory to Deep South, and all offers will be subject to such other or additional bid procedures as Deep South may establish or otherwise announce, either directly or indirectly through its nominees and/or assigns, from time to time. Please be advised that Deep South reserves the right to credit bid, and may credit bid, at the Public Sale, either directly or indirectly through Deep South’s nominees and/or assigns, and to take title after the Public Sale through one or more designees, nominees or assigns. Deep South, or Deep South’s nominees and/or assigns, as applicable, will be deemed to be a qualified bidder at, and for purposes of, the Public Sale. Furthermore, Deep South reserves the right to credit bid solely in its capacity as Agent or as Purchaser, at Deep South’s sole discretion, and, in the event a credit bid is only made in its capacity as Purchaser, the liens securing the indebtedness of Deep South in its capacity as Agent, given their higher priority, will remain unaffected.

There will be no warranty made or provided relating to title, possession, quiet enjoyment or the like in connection with the disposition. THE SALE COLLATERALWILL BE OFFERED FORPURCHASE AT THE PUBLIC SALE, AND THE SALE THEREOF IS, ON AN“AS IS,WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY RECOURSE,REPRESENTATION, GUARANTEE OR WARRANTY OFANY KIND OR NATURE,WHETHER EXPRESS, IMPLIED OR STATUTORY. Any sales, use or other taxes or filing, recording, transfer or similar fees will be the responsibility of the successful bidder. To be a qualified bidder, a prospective bidder must, not later than noon (12:00p.m.) Central Standard Time on Friday, May 6, 2022, contact David A. Zdunkewicz of Hunton Andrews Kurth LLP at his office located at 600 Travis Street, Suite 4200, Houston, Texas77002, by calling him at (713) 220-4128 and provide accurate contact information of such bidder and such adequate assurances of such bidder’s ability to perform as Deep South may request. Interested parties desiring any additional information on any aspect of the Public Sale should contact David A. Zdunkewicz as set forth in this paragraph.

Each of the following parties is a “Grantor” and collectively the are the “Grantors”: PARCEL OLDCO, LLC, formerly known as Lone Star Holdings, LLC, a Delaware limited liability company, EMP LSO HOLDING CORPORATION, a Georgia corporation (“Holdings”), EXPRESS COURIER INTERNATIONAL, INC. d/b/a LSO FINANCIAL MILE, a Tennessee corporation (“ECI Inc.”), ECI WEST, INC., an Arkansas corporation (“ECI West”), LOGISTICS SOLUTIONS OPTIMIZED, LLC, a Delaware limited liability company (“Logistics Solutions”), XDL, LLC, a Georgia limited liability company (“XDL”), XDL1, LLC, a Georgia limited liability company (“XDL 1”), XDL 2, LLC, a Georgia limited liability company (“XDL 2”), XDL 3, LLC, a Georgia limited liability company (“XDL 3”), XDL 4, a Georgia limited liability company (“XDL 4”), XDL 5, LLC, a Georgia limited liability company (“XDL 5”), XDL 6,LLC, a Georgia limited liability company, XDL 7, LLC, a Georgia limited liability company(“XDL 7”), XDL 8, LLC, a Georgia limited liability company (“XDL 8”), XDL 9, LLC, a Georgia limited liability company (“XDL 9”), XDL 10, LLC, a Georgia limited liability company (“XDL 10”), XDL 11, LLC, a Georgia limited liability company (“XDL 11”),and XDL 12, LLC, a Georgia limited liability company (“XDL 12”)

  1. As Borrower and Guarantor are defined under the Credit Agreement.
  2. As that term is defined in the Credit Agreement.
  3. As Issuer and Issuer Party are defined under the Note Purchase Agreement.
  4. As that term is defined in the Note Purchase Agreement.
  5. As this term is defined in the Credit Agreement
  6. As this term is defined in the Note Purchase Agreement.

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