Asset Sales Databank - 9th Circuit

AmericanWest Bancorporation, Docket No. 2:10-06097 (Bankr. E.D. Wash. Oct. 28, 2010)

abi_admin — Thu, 27 Jan 2011 18:46:51 +0000

Status:

Pending

Description of Assets:

The issued and outstanding shares of common stock of AmericanWest Bank (the Debtor’s non-debtor subsidiary), the Debtor’s rights to various leases and executory contracts and all of the Debtor’s rights and interests in Montvale Hotel, LLC, Historic Havermale LLC, life insurance policy no. 13182422 and WIN Partners, LLC.

8 years 9 weeks ago

Price Range:

5M-10M

Proposed Sale Price:

$6,500,000

Qualified Bidder Requirements:

A potential bidder must submit each of the following to the Company on a timely basis: (i) An executed confidentiality agreement which shall inure to the benefit of the Successful Bidder, in a form and substance acceptable to the Company and the Purchaser; and (ii) Current audited financial statements and latest unaudited financial statements of the Overbidder or, if the Overbidder is an entity formed for the purpose of acquiring the Shares and the Other Purchased Assets, current audited financial statements and latest unaudited financial statements of the equity holders or sponsors of the Overbidder who will guarantee the obligations of the Overbidder, or such other form of financial disclosure and/or credit-quality support or enhancement, if any, that will allow the Company to make a reasonable determination as to the Overbidder’s financial and other capabilities to consummate the Sale (including, but not limited to, the ability to obtain all necessary regulatory approvals with respect to the ownership of the Shares and operation of the Bank on a timely basis).

Required Deposit:

$8,500,000_(to participate in the auction, a potential bidder must give the Debtor a cashier's check in the amount of $8,500,000 which will be retained by the Company as a nonrefundable deposit for application against the purchase price at the closing of the transaction, or returned to the Overbidder within three (3) calendar days of the Closing, in the event that the Bankruptcy Court does not approve a sale of the Shares and the Other Purchased Assets to the Overbidder.)

Initial Over Bid Requirement and Bid Increment Data:

$1,000,000

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

$1,000,000 stalking horse fee

Procedures concerning contracts and leases (§365):

Each bid shall identify with particularity the executory contracts and unexpired leases for which assumption and assignment is required.

Objection Filed to Proposed Terms:

Yes

Proposed Terms Modified:

Yes

Actual Sale Price:

$6,500,000

Reported Decision:

None

Submitter and Affiliation:

Asset_Admin and Cassandra Sepanik

Today's Date:

Thu, 2011-01-27

Sharon E. Hanzlick, Docket No. 12-20451 (Bankr. E.D. Cal. Jan. 10, 2012)

Fri, 04 Oct 2013 19:41:08 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Klein

Sale of Substantially All Assets:

N/A

Description of Assets:

Automobile

6 years 13 weeks ago

Sale Approval Date:

Mon, 2012-10-29

Price Range:

0-250K

Proposed Sale Price:

$10,550

Stalking Horse:

Yes

If yes, who?:

Cheryl Hanzlick-Stokes

Credit Bid:

N/A

Qualified Bidder Requirements:

Any person or entity wishing to become a Qualified Overbidder must, no later than two (2) business days prior to the hearing on this Motion, deliver to the Trustee a non-refundable deposit in the amount of $2,000.00 (the “Overbidder Deposit”), in the form of a cashier's check or money order made payable to the Trustee, which will be applied to the purchase price for the automobile if the overbidder is the successful purchaser following the hearing on the Motion. If the successful overbidder fails to consummate the sale or otherwise breaches its obligations and/or covenants to the Trustee and the estate, the Overbidder Deposit shall be retained and administered as an asset of the estate.

Supplemental Bid Requirements:

The third party high bidder must purchase the Vehicle on identical terms to those set forth in this Motion, subject to any modifications ordered by the Court. In particular, any third party high bidder will take the automobile subject to any and all claims, liens or encumbrances. If full payment from the high bidder is not received within five (5) calendar days after entry of the Court's order approving this Motion, the Buyer shall be obligated to pay her highest bid for the automobile.

Due Diligence Limitations:

None

Required Deposit:

$2,000

Initial Over Bid Requirement and Bid Increment Data:

$11,000, with successive overbids in increments of $500 or greater

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

In the event that a Qualified overbidder is not the successful overbidder on the Vehicle, or if this Motion is not approved by the Court, the Overbidder Deposit shall be refundable and shall be returned by the Trustee to the Qualified Overbidder. If a third party outbids the Buyer, and the Trustee receives full payment for the Vehicle within five (5) calendar days after entry of the Court's order approving this Motion, or at such other time as the Court may provide, the agreement described herein between the Buyer and the Trustee shall be of no further effect.

Was Break-up fee allowed?:

N/A

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Purchaser:

Cheryl Hanzlick-Stokes

Actual Sale Price:

$10,500

Reported Decision:

None

Submitter and Affiliation:

Andriana Georgallas, Weil, Gotshal & Manges LLP

Today's Date:

Fri, 2013-10-04

Sharon E. Hanzlick, Docket No. 12-20451 (Bankr. E.D. Cal. Jan. 10, 2012)

Fri, 04 Oct 2013 19:34:21 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Klein

Sale of Substantially All Assets:

N/A

Description of Assets:

Automobile

6 years 9 weeks ago

Sale Approval Date:

Tue, 2012-11-13

Price Range:

0-250K

Proposed Sale Price:

$85,000

Stalking Horse:

Yes

If yes, who?:

Arena Motor Cars, LLC

Credit Bid:

N/A

Qualified Bidder Requirements:

Supplemental Bid Requirements:

The successful overbidder must purchase the automobile on terms identical to those set forth in this Motion, subject to any modifications ordered by the Court. In particular, any Qualified Overbidder will take the Vehicle on an “as is,” where is,” “with all faults” basis, with no representations or warranties from the Trustee/estate.

Due Diligence Limitations:

None

Required Deposit:

$5,000

Initial Over Bid Requirement and Bid Increment Data:

$86,000, with successive overbids in increments of $500 or greater

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

In the event that a Qualified Overbidder is not the successful overbidder on the Vehicle, or if this Motion is not approved by the Court, the Overbidder Deposit shall be refundable and shall be returned by the Trustee to the Qualified Overbidder. If a Qualified Overbidder outbids Buyer, and the Trustee receives full payment for the Vehicle within five (5) business days after entry of the Court’s order approving this Motion, or at such other time as the Court may provide, the agreement between Buyer and the Trustee to purchase the Vehicle shall be of no further effect and the Buyer deposit shall be returned thereto. If the successful overbidder fails to consummate the sale or otherwise breaches its obligations and/or covenants to the Trustee and the estate, the Overbidder Deposit shall be retained and administered as an asset of the estate. If full payment from the successful overbidder is not received within five (5) business days after entry of the Court’s order approving this Motion, the Buyer shall be obligated to pay the greater of the Purchase Price or its highest bid for the Vehicle.

Was Break-up fee allowed?:

N/A

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Purchaser:

Arena Motor Cars, LLC

Actual Sale Price:

$85,000

Reported Decision:

None

Submitter and Affiliation:

Andriana Georgallas, Weil, Gotshal & Manges LLP

Today's Date:

Fri, 2013-10-04

Sharon E. Hanzlick, Docket No. 12-20451 (Bankr. E.D. Cal. Jan. 10, 2012)

Fri, 04 Oct 2013 19:31:32 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Klein

Sale of Substantially All Assets:

N/A

Description of Assets:

Unimproved residential real property

6 years 28 weeks ago

Sale Approval Date:

Tue, 2012-07-17

Price Range:

0-250K

Proposed Sale Price:

$210,500

Stalking Horse:

Yes

If yes, who?:

Mike and Kristen Glenn

Credit Bid:

N/A

Qualified Bidder Requirements:

Any person or entity wishing to become a qualified overbidder must: (1) deliver to the Trustee a non-refundable deposit in the amount of $10,000.00; and (2) demonstrate to the Trustee the ability to close escrow within five (5) calendar days of the Court’s order approving the Motion.

Supplemental Bid Requirements:

The high bidder must purchase the property on terms identical to those set forth in the purchase agreement and subject to any modifications ordered by the court.

Due Diligence Limitations:

The high bidder must purchase the property on terms identical to those set forth in the purchase agreement and subject to any modifications ordered by the court.

Required Deposit:

$10,000

Initial Over Bid Requirement and Bid Increment Data:

$215,000 and any subsequent overbids, if any, in increments of $2,500

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

In the event a Qualified Overbidder outbids the Buyer, Buyer’s offer to purchase the Property pursuant to the terms of the Purchase Agreement shall be maintained as a back-up offer (with the Purchase Price based on the highest bid made by Buyer at the hearing on the Motion). Any such back-up offer shall become effective upon the overbidder’s failure to close in accordance with the terms of the Purchase Agreement, as may be modified by the Court, so long as Buyer’s Purchase Price is the next highest bid for the Property. In any event, the Purchase Agreement shall terminate and the Deposit shall be returned to Buyer upon close of escrow for the sale of the Property by any successful Qualified Overbidder. If a qualified overbidder is not successful at the hearing, the Overbidder Deposit shall be returned to such overbidder upon the entry of the order confirming the successful bidder for the property. If a qualified overbidder is approved as the high bidder but fails to consummate the sale or otherwise breaches its covenants to the Trustee and the estate, the Overbidder Deposit shall be retained and administered as an asset of the estate.

Was Break-up fee allowed?:

N/A

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Purchaser:

Mike and Kristen Glen

Actual Sale Price:

$210,500

Submitter and Affiliation:

Andriana Georgallas, Weil, Gotshal & Manges LLP

Today's Date:

Fri, 2013-10-04

Sharon E. Hanzlick, Docket No. 12-20451 (Bankr. E.D. Cal. Jan. 10, 2012)

Fri, 04 Oct 2013 19:27:17 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Klein

Sale of Substantially All Assets:

N/A

Description of Assets:

Residential real property (condominium)

6 years 37 weeks ago

Sale Approval Date:

Mon, 2012-04-30

Price Range:

500K - 1M

Proposed Sale Price:

$565,000

Bid Protection Ratio:

N/A

Stalking Horse:

Yes

If yes, who?:

Stephen and Amber Stribling

Credit Bid:

N/A

Qualified Bidder Requirements:

Any person or entity wishing to become a qualified overbidder must: (1) deliver to the Trustee a non-refundable deposit in the amount of $15,000.00; and (2) demonstrate to the Trustee the ability to close escrow within fifteen (15) calendar days of the Court’s order approving the Motion.

Supplemental Bid Requirements:

The high bidder must purchase the property on terms identical to those set forth in the purchase agreement and subject to any modifications ordered by the court.

Due Diligence Limitations:

Obligation to purchase is contingent upon diligence of title and condition of property.

Required Deposit:

$15,000

Initial Over Bid Requirement and Bid Increment Data:

$570,000 and any subsequent overbids, if any, in increments of $2,500

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

If a third party outbids the stalking horse, the stalking horse shall have the option to either terminate the purchase agreement and receive a refund of the deposit, or maintain the purchase agreement as a back-up offer (with the purchase price based on the highest bid made by the buyer at the hearing on the Motion). Any such back-up offer shall become effective upon the overbidder’s failure to close in accordance with the terms of the purchase agreement, as may be modified by the court, so long as the stalking horse’s purchase price is the next highest bid for the property. In any event, the purchase agreement shall terminate and the deposit shall be returned to the stalking horse upon close of escrow for the sale of the property by any successful third-party overbidder. If a qualified overbidder is not successful at the hearing, the Overbidder Deposit shall be returned to such overbidder upon the entry of the order confirming the successful bidder for the property. If a qualified overbidder is approved as the high bidder but fails to consummate the sale or otherwise breaches its covenants to the Trustee and the estate, the Overbidder Deposit shall be retained and administered as an asset of the estate.

Bid protections as percent of proposed price:

N/A

Was Break-up fee allowed?:

N/A

Procedures concerning contracts and leases (§365):

None.

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Purchaser:

Stephen and Amber Stribling

Actual Sale Price:

$565,000

Reported Decision:

None

Submitter and Affiliation:

Andriana Georgallas, Weil, Gotshal & Manges LLP

Today's Date:

Fri, 2013-10-04

In re Andres Garcia and Estella Garcia, No. 12-00209-mm11 (Bankr. S.D. Cal. Jan. 9, 2012)

Mon, 16 Sep 2013 14:50:23 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Mann

Sale of Substantially All Assets:

Description of Assets:

A five acre parcel of real property located in Imperial, California

5 years 51 weeks ago

Sale Approval Date:

Fri, 2013-03-01

Price Range:

250K - 500K

Proposed Sale Price:

$390,000

Stalking Horse:

N/A

Credit Bid:

Due Diligence Limitations:

The purchase agreement provided for a 90-day due diligence period.

Required Deposit:

The purchase agreement provided for the proposed purchaser, Valley Golf and Games, LLC to deposit $10,000 in an escrow account pending bankruptcy court approval of the sale.

Was Break-up fee allowed?:

N/A

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

The Imperial County Treasurer-Tax Collector filed a Statement of Conditional Non-Opposition to the sale. The debtor had stated that the encumbrances on the property included delinquent real property taxes in the approximate amount of $1,489.49, whereas Imperial County asserted that the delinquency totaled at least $5,400. Imperial County further noted that a lien for the 2013-2014 real property taxes, which were not yet billed, had attached to the property as of January 1, 2013. Imperial County stated that it had no objection to the proposed sale, so long as all real property taxes that were due and owing as of the close of the sale, along with statutory interest and penalties, were paid with the sale proceeds, and so long as the statutory lien securing payment of real property taxes that came due after the close of the sale, as well as a utility easement held by the County, remained in full force and effect.

Proposed Terms Modified:

Yes

If yes, provide details:

The Court held that the total amount of real property taxes owed by the debtor to Imperial County was $5,547.19. Additionally, the Court ordered the payoff of the personal property tax liens on the Imperial Property. The Court further provided that nothing in the sale order would affect Imperial County’s statutory tax lien for 2013-2014 real property taxes or the County’s utility easement.

Purchaser:

Valley Golf and Games, LLC

Actual Sale Price:

$390,000

Submitter and Affiliation:

Katherine Doorley, Weil, Gotshal & Manges LLP

Today's Date:

Mon, 2013-09-16

In re Mariposa Project, LLC, Docket No. 12-11486 (Bankr. C.D. Cal. 2/16/2012)

Thu, 29 Aug 2013 18:04:34 +0000

Status:

Completed

Judge:

Tighe

Sale of Substantially All Assets:

Description of Assets:

Multiunit apartment building; marketed by realtor Pearson Properties.

6 years 42 weeks ago

Bid Procedures Approval Date:

Tue, 2012-03-13

Bid Deadline:

Fri, 2012-04-06

Date of Sale:

Thu, 2012-04-19

Sale Approval Date:

Thu, 2012-04-19

Price Range:

1M - 5M

Proposed Sale Price:

$3,850,000.00

Stalking Horse:

Yes

If yes, who?:

DIG Normandie & Mariposa LLC (“DIG”)

Credit Bid:

Qualified Bidder Requirements:

In order to be considered a qualified bidder, a prospective purchaser had to: (a) deliver to the debtor, in care of its legal counsel, by no later 4:00 p.m. on Friday, April 6, 2012: (1) a non-contingent written offer to purchase the property on an all cash basis (with the bidder's performance subject only to entry of bankruptcy court sale approval order) for a purchase price of not less than $3,850,000.00 with no contingencies and with payment in full due at the time of closing; (2) evidence satisfactory to the debtor of the prospective purchaser's financial ability to close escrow within one day following the entry of the sale order; and (3) a cashier's check made payable to debtor's escrow agent in an amount equal to $200,000.00.

Supplemental Bid Requirements:

N/A

Due Diligence Limitations:

N/A

Required Deposit:

$200,000.00

Initial Over Bid Requirement and Bid Increment Data:

From $3,850,000.00 to $4,000,000.00, the incremental bids had to be in an amount of no less than $50,000.00 more than the prior highest bid; from $4,000,000.00 up, the incremental bids had to be in the amount of no less than $25,000.00 more than the prior highest bid.

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

N/A

Bid protections as percent of proposed price:

N/A

Was Break-up fee allowed?:

N/A

Procedures concerning contracts and leases (§365):

N/A

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

The above captioned proceeding is the debtor’s second chapter 11 case. Shortly after its first chapter 11 case was filed, it entered into a pre-petition purchase agreement with DIG for the purchase of the Property contingent upon, other things, approval of a free and clear sale by a bankruptcy court. The sale was not closed, and the debtor subsequently filed again for chapter 11 relief. In its sale procedures motion and sale motion (which were part of its first day pleadings), the debtor asserted that its offer to sell the Property to DIG expired on its own terms pre-petition and was of no force and effect as of the bankruptcy filing. By separate motion, the debtor also sought a declaration from the bankruptcy court that its assertions were correct as a matter of law. DIG objected to the debtor’s efforts, but the court found in the debtor’s favor. DIG filed a motion to reconsider, which was also denied. The debtor subsequently filed a new sale and sales procedures motion, with DIG serving as the stalking horse. DIG objected to this treatment, but again was overruled and the debtor was permitted to proceed with its sale. Despite receiving earlier interests of purchase by other third parties, DIG ultimately won at auction with an overbid of only $100,000 above its initial purchase price. DIG and the debtor proceeded to close on the sale; however, DIG also filed a motion for reconsideration of the court’s sale order and order approving bid procedures, and sought monetary sanctions against the debtor, its principal, and its attorney. It also filed a proof of claim for contract damages related to the additional amounts that it had to bid in order to win the auction. The court denied DIG’s motion for reconsideration, and it also subsequently withdrew its claim. It appears that, after closing, the litigation was settled.

Proposed Terms Modified:

Purchaser:

DIG

Actual Sale Price:

$3,950,000.00

Submitter and Affiliation:

Andrea C. Saavedra, Weil, Gotshal & Manges LLP

Today's Date:

Thu, 2013-08-29

Richard A. Robertson & Johnnie Robertson, Docket No. 12-00217-TLM (Bankr. D. Idaho Feb. 7, 2012)

Fri, 16 Aug 2013 21:21:35 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Myers

Sale of Substantially All Assets:

Yes

Description of Assets:

(a) Real property and related personal property improvements (farm and homes), (b) rights as lessee to certain leases of real property with the state of Idaho and to certain leases of real property pursuant to Bureau of Land Management Grazing Permits, (c) all water rights, ditch and ditch rights, canal and canal rights, and mineral rights, (d) all development rights and building permits appurtenant thereto, (e) all buildings, improvements and attachments permanently affixed to the real property, (f) all water systems and irrigation systems located thereon, and (g) all feed racks, stock water tanks, gates, fences and canals.

6 years 31 weeks ago

Date of Sale:

Sun, 2012-07-01

Sale Approval Date:

Sun, 2012-07-01

Price Range:

500K - 1M

Proposed Sale Price:

$1,000,000. Purchase price reflects sale of debtors’ assets but also joint sale of debtor’s business assets, which assets are being administered under a separate chapter 11 case [Docket No. 12-00216]. $500,000 allocated to the sale of the debtors’ property and $500,000 allocated to the sale of the business debtor’s property.

Bid Protection Ratio:

N/A

Stalking Horse:

N/A

Credit Bid:

Qualified Bidder Requirements:

N/A

Supplemental Bid Requirements:

N/A

Due Diligence Limitations:

Buyer has until 60 days after the Effective Date (3 business days after entry of sale order and upon expiration of the 10-day stay period) to inspect property and has sole discretion to determine if all conditions are satisfied or can be waived. If any condition is not satisfied, the buyer may terminate the purchase agreement upon written notice and receive a refund of its deposit, with interest.

Required Deposit:

$50,000

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

Was Break-up fee allowed?:

N/A

Procedures concerning contracts and leases (§365):

N/A

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

Creditor, Knipe Land Company (“Knipe”) filed an objection to the sale, requesting that, upon closing, it be paid in full in cash on its secured claim plus interest at the statutory rate, except for its claim for attorneys’ fees that will be unliquidated and, therefore, should be secured by a lien on the proceeds of the sale.

Proposed Terms Modified:

Yes

If yes, provide details:

Order allows Knipe’s claim in the amount of $270,495.88 plus interest from the petition date until the closing date at the rate of $38.06 per day. Knipe’s claim is to be allocated between the invividual debtors and the business debtor. The order also permits Knipe to file a motion for allowance of attorneys’ fees and costs pursuant to section 506. The closing agent shall escrow the claimed amount pending allowance by the Court, at which point the closing agent shall remit the allowed amount to Knipe.

Purchaser:

Prairie Wind Ranch LLC

Actual Sale Price:

$1,000,000 in total; $500,000 for Robertsons (individual debtors) and $500,000 for Robertson Kennels, Inc. (business debtor in related proceeding).

Reported Decision:

N/A

Submitter and Affiliation:

Jessica Liou, Weil, Gotshal & Manges LLP

Today's Date:

Fri, 2013-08-16

In re Peter Brown Kleidman, 12-11243 (Bankr. C.D. Cal. Feb. 8, 2012)

Thu, 08 Aug 2013 20:28:46 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Ahart

Sale of Substantially All Assets:

Description of Assets:

Debtor sold two parcels of real property via two separate sale motions on expedited notice.

6 years 10 weeks ago

Sale Approval Date:

Wed, 2012-10-24

Price Range:

10M - 15M

Proposed Sale Price:

Sale #1: $7.2 million; Sale #2: $5.3 million

Stalking Horse:

N/A

Credit Bid:

Required Deposit:

Sale #1: $25,000; Sale #2: $159,000

Was Break-up fee allowed?:

N/A

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

Secured creditor filed reservation of rights

Proposed Terms Modified:

Purchaser:

Private Sale

Actual Sale Price:

Sale #1: $7.2 million; Sale #2: $5.3 million

Submitter and Affiliation:

Doron P. Kenter, Weil, Gotshal & Manges LLP

Today's Date:

Thu, 2013-08-08

In re Sonora Desert Dairy, LLC, Docket No. 12-00262-RJH (Bankr. D. Ariz. Jan. 6, 2012)

Wed, 07 Aug 2013 22:05:35 +0000

Status:

Pending

Link to Docket:

Click here

Judge:

Haines

Sale of Substantially All Assets:

Yes

Description of Assets:

(i) Dairy farm located in Rainbow Valley, Arizona and (ii) certain contiguous property

5 years 28 weeks ago

Bid Procedures Approval Date:

Fri, 2013-07-12

Bid Deadline:

Fri, 2013-09-06

Date of Sale:

Mon, 2013-10-14

Price Range:

0-250K

Proposed Sale Price:

Not provided.

Stalking Horse:

N/A

If yes, who?:

The Debtors reserve the right to designate a stalking horse purchaser on or before September 6, 2013.

Credit Bid:

Yes

If yes, identify capital stack position of debt:

Any secured lender with a right to credit bit pursuant to section 363(k) is entitled to submit a credit bid for the dairy property or the contiguous property in an amount equal to the lien encumbering such property. The credit bid is subject to any senior security interest, lien or encumbrance on the property, and if the credit bid does not include a cash component that fully satisfies any senior liens, the credit bidder will take the property subject to any liens in higher priority.

Qualified Bidder Requirements:

Separate bids must be made for the diary property and the contiguous property. Qualified bidders must submit (i) an executed form of purchase agreement, (ii) a deposit of $150,000, and (iii) a written statement that the proposed bidder agrees to comply with the bid procedures and any order approving the sale, that its bid will be irrevocable through the conclusion of the auction (unless the bid is the successful bid or the back-up bid, in which case the bid must be irrevocable through the closing), the bidder believes in good faith that its bid is a qualified bid, and the bid is not subject to any due diligence or financing conditions.

Due Diligence Limitations:

At the Debtors’ discretion, as a condition precedent to providing due diligence materials, the Debtors may require potential bidders to execute confidentiality agreements and make a preliminary showing that the potential bidder has the financial wherewithal necessary to purchase the property.

Required Deposit:

Each potential bidder, other than credit bidders, must provide a deposit in certified funds of $150,000.

Initial Over Bid Requirement and Bid Increment Data:

Subsequent bids must exceed the prior bid by a minimum of $25,000 for the dairy property and $15,000 for the contiguous property. Subsequent increments are subject to the discretion of the Debtors and the Court.

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

If the Debtors designate a Stalking Horse purchaser, the Stalking Horse Agreement shall be on terms and conditions acceptable to the Debtors, including reasonable overbid protection, reasonable expense reimbursements and a breakup fee of no more than $75,000.

Was Break-up fee allowed?:

N/A

Procedures concerning contracts and leases (§365):

The Lessee of the dairy property has the right of first refusal on the dairy property. The lessee must meet all of the proposed sale terms and match highest and best offer on the dairy property. The lessee is permitted to bid at the auction and to waive the right of first refusal, but is allowed to wait as long as 3 days after the auction to exercise its right of first refusal.

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

Wells Fargo requested that the Debtors disclose the minimum bid price to Wells Fargo as well as to the committee and the DIP Lender. Wells Fargo also argued that the auction sale should include all of the Debtors’ property, including personal property, and not just the dairy property. Finally, Wells Fargo argued that granting the Lessee rights of first refusal potentially jeopardized the recovery for creditors, and that the Lessee should be required to exercise its rights of first refusal at the auction and that potential bidders should be allowed to overbid the Lessee.

Proposed Terms Modified:

N/A

If yes, provide details:

Unknown at this time. The Court set a further hearing on the auction procedures for September 6, 2013.

Submitter and Affiliation:

Katherine Doorley, Weil, Gotshal & Manges LLP

Today's Date:

Wed, 2013-08-07