Debtor: STANTON SOUTH, LLC, an Illinois limited liability company
140 South Dearborn Street, 7th Floor, Chicago, Illinois 60603
Secured Party: TIPPLE TIME, INC. AS ASSIGNEE OF CBV VENTURES LLC 1620 North Leavitt Street, Chicago, Illinois 60647
Under Section 5/1-101 et. seq. of the Illinois Uniform Commercial Code (810 ILCS 5/1- 101) and pursuant to the security agreement terms and provisions contained in that certain Membership Purchase Agreement (the “Agreement”) dated December 6, 2017, and executed by Stanton South, LLC (“Debtor”) and CBV Ventures LLC (“CBV”), the predecessor-in-interest to Tipple Time, Inc. (“Tipple ”), Tipple will sell via auction at public sale (the “Auction”) on November 15, 2024 at 10:00 a.m. Central Standard Time (the “Auction Date”), at the offices of Bauch & Michaels, LLC, 53 West Jackson Boulevard, Suite 1115, Chicago, Illinois, 60604, virtually hosted on Zoom and recorded, in accordance with the terms and conditions set forth below the following described property: See Exhibit A. (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 Membership Purchase Agreement dated December 6, 2017, CBV, the predecessor-in-interest to Tipple, sold membership interests to the Debtor the deferred purchase price of which was secured by all assets of the Debtor (the “Purchase Obligation”). Under the terms of a Payment Right Purchase Agreement dated July 26, 2024, Tipple purchased and was assigned all of CBV’s right, title, and interest to the Purchase Obligation and the documents and instruments executed and delivered in connection with the Purchase Obligation, including, without limitation, the security interests created under the Agreement. As assignee of the Purchase Obligation and as successor-in-interest to CBV, Tipple may exercise all rights and remedies of CBV under the Security Agreement, including without limitation, all the remedies of a secured party under the Uniform Commercial Code. 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 Tipple Time) must deposit in Bauch & Michaels, LLC’s IOLTA trust account by wire transfer an amount equal to 5% of said bidder’s proposed purchase price for the Collateral. Tipple shall not be obligated to accept any bid if he deems the bid inadequate. Tipple reserves his right to credit bid for the Collateral under any circumstance, regardless of whether any bid has been received. Tipple 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, Tipple shall return all funds deposited by unsuccessful bidders and retain the funds 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 wire transfer of immediately available funds, 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, Tipple shall have the right to accept the bid of any other bidder at the sale, subject to such bidder’s reaffirmation of its bid. Tipple 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 Tipple an assignment of 100% of the legal and beneficial in all assets of as described on Exhibit A. No representations or warranties of any kind are or will be given by Tipple at the time of such assignment. This sale is being held to enforce Tipple’s rights in the Collateral in order to satisfy the indebtedness of the Debtor to Tipple. The Collateral secured the repayment of indebtedness of the Debtor to Tipple in an amount in excess of $2 million, which includes principal, interest and any amounts due Tipple as of the Auction Date, including the expenses incurred by Tipple in connection with the Auction. If Tipple is the highest bidder, via credit bid of some or all of the Indebtedness Due, Tipple 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 Tipple. Tipple further 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. Tipple further reserves the right, in its sole discretion, to reject any bids and/or to adjourn, delay or terminate the sale. 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 Tipple. 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 Tipple. 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:
Paul M. Bauch, Bauch &
Michaels, LLC, 53 West Jackson Boulevard, Suite 1115, Chicago, IL 60601; email: [email protected].
Dated: October 28, 2024 /s/ Paul M. Bauch
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