Asset Sales Databank - 8th Circuit

In re King, Case No 12-40557 (ABF) (Bankr. W.D. Mo. Feb. 17, 2012)

Thu, 10 Oct 2013 17:43:49 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Federman

Sale of Substantially All Assets:

Yes

Description of Assets:

All property at Debtor’s two dental clinics, including: dental equipment, office supplies and furniture, intellectual property, receivables, patient records, etc. Additionally, the Debtor’s leases on the two properties were assumed and assigned as part of the sale.

6 years 42 weeks ago

Bid Procedures Approval Date:

Fri, 2012-05-04

Bid Deadline:

Tue, 2012-05-08

Date of Sale:

Fri, 2012-05-11

Sale Approval Date:

Thu, 2012-05-10

Price Range:

500K - 1M

Proposed Sale Price:

675,000 plus assumed liabilities

Stalking Horse:

Yes

If yes, who?:

Urban Dental, a dental competitor.

Credit Bid:

Qualified Bidder Requirements:

A Qualified bidder must (i) present its bid to debtor’s counsel at least three (3) days prior to the auction date, (ii) have entered into an agreement substantially similar to the asset purchase agreement the stalking horse bidder entered into with the debtor, (iii) and pay a deposit of $25,000.

Supplemental Bid Requirements:

None

Due Diligence Limitations:

None

Required Deposit:

$25,000

Initial Over Bid Requirement and Bid Increment Data:

Bidder must bid at least $725,000 ($50,000 over stalking horse bid)

Bid Protections (including break up fees, cost reimbursements, etc.):

$25,000 break up fee payable by the purchaser and return by the debtor of the Purchaser’s Fee Deposit of $16,000.

Bid protections as percent of proposed price:

Was Break-up fee allowed?:

Yes

If so, list breakup fee as percent of proposed price:

3.7%

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

One creditor (Stillwater) filed an objection (ECF No. 43) because, among other issues, (i) the sales procedures did not expressly state it was entitled to credit bid, (ii) the procedures did not provide for any advertising of the sale, (iii) the procedures did not require the Debtor to facilitate or permit due diligence activities by potential bidders, (iv) the proposed bidding procedures were cursory and vague, (v) the proposed bidding procedures would chill third party bidding because they provided the stalking horse bidder with a break-up fee and required a minimum overbid of at least $50,000 greater than the stalking horse bidder’s bid, (vi) in violation of Bankruptcy Rule 6004(h), the proposed procedures do not provide for a stay of the order approving the sale for 14 days after its entry to allow other parties an opportunity to object to any irregularities in connection with the auction, and (vii) the Debtor did not adequately disclose how it would use the proceeds of the sale. Other limited objections were entered (ECF Nos. 42, 46, and 48), but they did not relate to the proposed bidding terms.

Proposed Terms Modified:

Yes

If yes, provide details:

Stillwater’s right to credit bid was made explicit in the Order granting the motion to authorize the sale and set bidding procedures (ECF No. 72). Although not addressed in its limited objection (ECF No.42), the Order also included a provision making explicit limited objector UMB’s right to credit bid.

Purchaser:

Urban Dental

Actual Sale Price:

$675,000 (668,724.78 after adjustments for wage and rent proration).

Reported Decision:

None

Submitter and Affiliation:

Kyle James Ortiz, Weil, Gotshal & Manges LLP

Today's Date:

Thu, 2013-10-10

In re Hearthstone Homes, Inc., Docket No. 12-80348 (Bankr. D. Neb. Feb. 24, 2012)

Tue, 17 Sep 2013 19:58:02 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Saladino

Sale of Substantially All Assets:

6 years 44 weeks ago

Sale Approval Date:

Wed, 2012-02-29

Price Range:

0-250K

Proposed Sale Price:

The sale price was redacted from the filings and appears to have been disclosed to the court in camera.

Stalking Horse:

Credit Bid:

Was Break-up fee allowed?:

N/A

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

Wells Fargo consented to the sale of the real estate as proposed by the debtor, and agreed to transmit to the debtor a general warranty deed so that the sale could be free and clear of all liens, with existing liens attaching to the proceeds. Wells Fargo objected to the debtor’s proposed distribution of proceeds. The debtor had proposed that after payment of real estate taxes, special assessments, standard closing costs and real estate broker’s commissions, to pay Wells Fargo only 22% of the sales proceeds, while paying subcontractors with liens junior to Wells Fargo 100% of their lien amounts.

Proposed Terms Modified:

Yes

If yes, provide details:

The court ordered that the sale could proceed, but that after payment of outstanding real estate taxes, special assessments, standard closing and escrow fees, and the brokerage commissions, the remaining sales proceeds would remain in escrow pending further order of the court.

Purchaser:

The purchaser was redacted from the filings and appears to have been disclosed to the court in camera.

Actual Sale Price:

The sale price was redacted from the filings and appears to have been disclosed to the court in camera.

Submitter and Affiliation:

Katherine Doorley, Weil, Gotshal & Manges LLP

Today's Date:

Tue, 2013-09-17

In re JLH Enterprises, Inc., Docket No. 12-30292 (Bankr. D. Minn. Jan. 20, 2012)

Thu, 15 Aug 2013 15:10:43 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Dennis D. O'Brien

Sale of Substantially All Assets:

Description of Assets:

Equipment, supplies, fixtures, and other assets used in connection with the operation of debtor’s Midas location in Sioux Falls, South Dakota (not including cash and receivables).

6 years 47 weeks ago

Sale Approval Date:

Thu, 2012-02-23

Price Range:

0-250K

Proposed Sale Price:

$55,000

Bid Protection Ratio:

none

Stalking Horse:

Credit Bid:

Qualified Bidder Requirements:

none

Supplemental Bid Requirements:

none

Due Diligence Limitations:

none

Required Deposit:

none

Initial Over Bid Requirement and Bid Increment Data:

none

Bid Protections (including break up fees, cost reimbursements, etc.):

none

Bid protections as percent of proposed price:

none

Was Break-up fee allowed?:

N/A

Procedures concerning contracts and leases (§365):

Debtor proposed to assume and assign a franchise agreement and lease agreement to the Purchaser. Debtor also proposed to pay approximately $21,685 in cure costs from the net proceeds of the sale.

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Purchaser:

Autocare Pro Service, Inc.

Actual Sale Price:

$55,000

Reported Decision:

none

Submitter and Affiliation:

Dana Hall, Weil, Gotshal & Manges LLP

Today's Date:

Thu, 2013-08-15

In re Glenn Ray Atkinson, Docket No. 12-60084 (Bankr. W.D. Mo. Jan. 23, 2012)

Mon, 05 Aug 2013 21:17:44 +0000

Status:

N/A

Judge:

Arthur B. Federman

Sale of Substantially All Assets:

Description of Assets:

Real Estate at 2506 N. Johnston, Springfield, Greene County, Missouri

6 years 23 weeks ago

Price Range:

0-250K

Proposed Sale Price:

$57,500

Stalking Horse:

N/A

Credit Bid:

Was Break-up fee allowed?:

N/A

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

Objection filed by secured creditor whose security interest in the property was not addressed in the debtor’s sale motion. The Sale Motion provided for payment of a secured $50,000 promissory note out of sale proceeds, but did not account for other secured interest of Thermal Industries, Inc. (priority and amount of secured claim unclear from pleadings).

Proposed Terms Modified:

Yes

If yes, provide details:

Sale motion withdrawn at hearing. No sale consummated.

Submitter and Affiliation:

Dana Hall, Weil, Gotshal & Manges LLP

Today's Date:

Mon, 2013-08-05

Panther Mountain Land Development LLC, U.S. Bankruptcy Court Eastern District of Arkansas, 09-16836, 9/20/2009

Tue, 26 Apr 2011 16:00:32 +0000

Status:

Pending

Description of Assets:

Debtor’s real property which consists of a 125 acre tract of land.

9 years 14 weeks ago

Price Range:

500K - 1M

Proposed Sale Price:

$600,000.

Bid Protection Ratio:

None

Qualified Bidder Requirements:

There were no bidding procedures proposed as this was a private sale.

Supplemental Bid Requirements:

None.

Due Diligence Limitations:

None.

Required Deposit:

$10,000.

Initial Over Bid Requirement and Bid Increment Data:

N/A

Bid Protections (including break up fees, cost reimbursements, etc.):

N/A

Bid protections as percent of proposed price:

N/A

Procedures concerning contracts and leases (§365):

N/A

Objection Filed to Proposed Terms:

Yes

Proposed Terms Modified:

Actual Sale Price:

Unknown

Reported Decision:

None

Submitter and Affiliation:

Jessica Grossarth; Pullman & Comley, LLC

Today's Date:

Tue, 2011-04-26

In re Donald Paul Overstreet, Docket No. 4:08-bk-43908 (Bankr. W.D. Mo. Sept. 19, 2008)

Thu, 31 Mar 2011 11:53:43 +0000

Status:

Completed

Link to Docket:

Click here

Description of Assets:

Real estate (residential dwelling)

10 years 14 weeks ago

Price Range:

0-250K

Proposed Sale Price:

$10,000

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Actual Sale Price:

$5,883.90

Reported Decision:

None

Submitter and Affiliation:

Richard E. Mikels and Ella Shenhav, Mintz Levin Cohn Ferris Glovsky and Popeo, PC

Today's Date:

Thu, 2011-03-31

In re Arrow Speed Warehouse, Inc., Docket No. 4:08-bk-50698 (Bankr. W.D. Mo. Sept. 21, 2008)

Tue, 29 Mar 2011 14:58:40 +0000

Status:

Completed

Link to Docket:

Click here

Description of Assets:

Not specified in the docket

10 years 14 weeks ago

Price Range:

10M - 15M

Proposed Sale Price:

$11,660,000

Qualified Bidder Requirements:

A Qualifying Bidder is a party that has: (i) submitted a Qualifying Bid to the Selling Debtors; and (ii) executed a confidentiality agreement in form and substance satisfactory to the Selling Debtors.

Supplemental Bid Requirements:

A Qualifying Bid is a written offer that: (a) states that the bidder offers to purchase all or substantially all of the Acquired Assets upon terms and conditions substantially as set forth in the Form APA... (b) results in a value to the Selling Debtors in their business judgment that is more than the "Minimum Bid", which is the sum of the Stalking Horse Bid, Expense Reimbursement and $150,000, and provides for payment in cash to the Selling Debtors of at least $12,210,000; (c) does not request or entitle the bidder to any transaction or break up fee, expense reimbursement, termination or similar type of fee or payment; (d) is accompanied by 10% deposit; is accompanied by a clean and duly executed Form APA or Modified APA; (f) is accompanied by a marked Modified APA, if applicable, reflecting the variations from the Stalking Horse APA; (g) identifies with particularity each and every Executory Contract and unexpired lease, the assumption and assignment of which is a condition to closing; (h) contains a representation that the bidder is financially capable of consummating the transactions contemplated by the Form APA or Modified APA; (i) contains financial and other information that the Selling Debtors determine in their business judgment is sufficient to allow them to evaluate and confirm the bidder's financial and other capabilities to consummate the transactions contemplated by the Form APA or Modified APA, including evidence reasonablt satisfactory to the Sellling Debtors that such bidder has received, in writing, debt and/or equity funding commitments (without contingencies) or has financial resources readily available sufficient in the aggregate to finance the purchase of the Acquired Assets, and financial and other information establishing adequate assurance of future performance under section 365 of the Bankruptcy Code; (j) does not contain any due diligence, financing or regulatory contingencies of any kind, provided that the bid may be subject to hte satisfaction of specific conditions in all material respects at Closing which are no greater than those in the Form APA; (k) fully discloses the identity of each entity that will be bidding for the Acquired Assets or otherwise participating in connection with such bid, and the complete terms of any such participation; (l) stats that the offering party consents to the core jurisdiction of the Bankruptcy Court; (m) includes evidence of authorization and approval from the bidder's board of directors (or comparable governing body) with respect to the submission, execution, delivery and closing of the Form APA or Modified APA; and (n) provides for a Closing of the Sale Assets no later than November 13, 2008.

Due Diligence Limitations:

The Selling Debtors have no obligation to provide information after the Bid Deadline (October 28, 2008, 5 pm) and the Selling Debtors may decline to provide information to parties that, in their business judgment, have not established that they intend in good faith to and/or have the ability to consummate a purchase of the Sale Assets.

Required Deposit:

Ten percent (10%) of the Qualifying Bid Amount, which must equal, at least, the Stalking Horse Bid ($11,660,000) + Expense Reimbursement ($400,000) + $150,000 = $12,210,000.

Initial Over Bid Requirement and Bid Increment Data:

$150,000

Bid Protections (including break up fees, cost reimbursements, etc.):

$400,000 break-up fee (the "Expense Reimbursement")

Bid protections as percent of proposed price:

3.5%

Procedures concerning contracts and leases (§365):

Each qualifying bid must identify with particularity each and every Executory Contract and unexpired lease, the assumption and assignment of which is a condition to closing.

Objection Filed to Proposed Terms:

Yes

Proposed Terms Modified:

Yes

Actual Sale Price:

$11,660,000

Reported Decision:

None

Submitter and Affiliation:

Richard E. Mikels and Ella Shenhav, Mintz Levin Cohn Ferris Glovsky and Popeo, PC

Today's Date:

Tue, 2011-03-29

Professional Veterinary Products, Ltd., Docket No. 8:10-bk-82436 (Bankr. D. Neb. Aug. 20, 2010)

abi_admin — Wed, 29 Sep 2010 16:42:14 +0000

Status:

Pending

Link to Docket:

Click here

Description of Assets:

(a) All property, plan, equipment, and fixed assets; (b) all accounts receivable and inventory; (c) certain contract rights;; (d) other assets, including the Debtors’ names, trademarks, and intellectual property; and (e) the lease designation rights on real property and building.

8 years 19 weeks ago

Proposed Sale Price:

Original price: Final Sale price:

Qualified Bidder Requirements:

Each bid must be (i) in writing; (ii) specify the price offered (the “Bid Price”), the property that is being bid upon, and the contracts and leases as to which the Bidder seeks contract or lease designation rights, and an allocation of the Bid Price to the specific items of property being bid upon; (iii) identify the bidder and the members of its investor group, as applicable; (iv) provide information to demonstrate the financial wherewithal of the bidder to consummate the proposed transaction; (v) include a statement that the Bidder is prepared to enter into a legally binding purchase agreement, that the Bidder’s offer is irrevocable until the closing of the sale of the Sale Assets, as approved by the Bankruptcy Court, and that such bid is unconditional and not subject to any due diligence, financing contingency, or court approval of any bid protections (unless the bid is designated as the Stalking Horse Bid, as provided below); (vi) be accompanied by a deposit equal to the Deposit requirement set forth herein; and (vii) be accompanied by a duly executed copy of a proposed purchase agreement for the Sale Assets as to which the Bidder’s Bid is submitted. Any such proposed purchase agreement must provide that the Bidder will close on the sale within three business days after entry of an order approving the sale, and must contain an acknowledgment that the sale is “as is, where is,” without any representations and warranties of any kind.

Supplemental Bid Requirements:

In the event that the Debtors enter into a purchase agreement for the sale of the Sale Assets with the Stalking Horse Bidder, as provided below, prior to the Bid Deadline, (1) the Seller shall provide a copy of said purchase agreement to other interested parties, and (2) the purchase price submitted by any Bidder with respect to the Sale Assets must be equal to or greater than the sum of (a) the purchase price set forth in such purchas agreement, (b) the bid protections required to be paid to the Stalking Horse Bidder, if any, such as a break-up fee, termination fee, expense reimbursement or similar type of payment, and (c) a minimum overbid amount of not less than 10% of the amount bid by the Stalking Horse Bidder. Furthermore, in the event a Stalking Horse Bidder is designated, the Bidder shall include in its Bid a duly executed copy of a purchase agreement for the Sale Assets as to which the Bid is submitted, substantially in the form agreed to by the Stalking Horse Bidder, and a marked version of the same agreement, showing any differences between the agreement signed by the Stalking Horse Bidder and that submitted by the Bidder.

Required Deposit:

Ten percent (10%) of the Bid Price via cashier’s check to be held in the Trust Account of Seller’s Counsel pending consummation and completion of the auction.

Initial Over Bid Requirement and Bid Increment Data:

Not less than 10% of the amount bid by the Stalking Horse Bidder. All such additional bids must exceed the then highest bid by no less than $100,000.

Bid Protections (including break up fees, cost reimbursements, etc.):

n/a except the Stalking Horse Bidder (if one is chosen) shall have protections provided for at a later time

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Reported Decision:

None

Submitter and Affiliation:

Ira Herman and Cassandra Sepanik

Today's Date:

Mon, 2010-09-20