-
-
Loading
Loading
FIRST INSERTION
NOTICE OF BIDDING PROCEDURES FOR SALE OF DEBTOR'S REAL PROPERTY BY AUCTION UNDER DEBTOR'S PLAN OF REORGANIZATION, OR IN THE ALTERNATIVE,
11 U.S.C. § 363
UNITED STATES
BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
Chapter 11
Case No. 12-36800
Honorable Jacqueline P. Cox
In re:
SHOPPES AT THE FOREST LLC, Debtor.
PLEASE TAKE NOTICE that on December 5, 2012 and upon the motion (the “Motion”) of Shoppes at the Forest LLC, a Florida limited liability company (the “Debtor”), the Bankruptcy Court entered an order (the “Bidding Procedures Order”): (a) authorizing the sale (the “Sale”) of Debtor's real property known as 16243 S. Tamiami Trail, Fort Myers, in Lee County, Florida (the “Real Property”) via an open auction (the “Auction”) under Debtor's Chapter 11 Plan of Liquidation [Docket No. 32] (the “Plan”), or, in the alternative, under 11 U.S.C. § 363; (b) approving the procedures to govern the Auction (the “Bidding Procedures”); (c) setting a date for the Auction; and (d) setting a date for the hearing to approve the Sale.
The Auction shall be held immediately following the hearing on confirmation of the Debtor's Plan, scheduled for December 20, 2012 at 10:00 a.m. at the United States Bankruptcy Court for the Northern District of Illinois, 219 South Dearborn, Courtroom 680, Chicago, Illinois 60604.
The Sale Hearing shall be held on December 20, 2012, immediately following the Auction before the Hon. Jacqueline P. Cox, at the United States Bankruptcy Court for the Northern District of Illinois, 219 South Dearborn, Courtroom 680, Chicago, Illinois 60604.
THE BIDDING
PROCEDURES
(i) Assets to be Sold:
a. The Debtor seeks to sell all of its right, title, and interest in the Real Property.
(ii) The Bidding Process:
a. At the Auction, the Debtor will be authorized to receive and consider competing bids from Qualified Bidders (as defined below) to purchase the Real Property.
b. In order to participate in the bidding process and the Auction, each interested person or entity (a “Potential Bidder”) must be a “Qualified Bidder.” A Potential Bidder will be deemed a Qualified Bidder if it presents to the Debtor at the Auction:
i. Written evidence of sufficient funds, a commitment for financing or ability otherwise to consummate a sale transaction for the Real Property no later than 5:00 p.m. Central Time on December 21, 2012, such as a current audited financial statement and copies of the bidder's bank account statements showing available cash; and
ii. A letter setting forth the identity of the Potential Bidder, the contact information for such Potential Bidder and full disclosure of any pre-petition or post-petition connections that the Potential Bidder has or may have with (i) the Debtor, (ii) Mandel; (iii) any creditor of the Debtor, and/or (iv) any holder of equity securities of or an ownership interest in the Debtor,
c. SunTrust Bank, as mortgagee on the Real Property (“SunTrust”), and pursuant to that certain settlement agreement between SunTrust and the Debtor, shall credit bid at the Auction in the amount equal to its full secured claim in the Debtor's bankruptcy case, and shall also be deemed a Qualified Bidder. The Debtor estimates that SunTrust's secured claim at the time of the Auction will be approximately $1,817,173.48.
d. All bids will be binding and will not be subject to contingencies (including financing or due diligence contingencies).
e. The Debtor will conduct the Auction to seek bids from Qualified Bidders for the Real Property in minimum increased increments of at least $10,000 until no further bids are made (a “Qualified Bid”).
f. At the conclusion of the Auction, the Debtor will determine which Qualified Bid is the highest and best bid (the “Successful Bid”). The Debtor shall thereafter request that the Court enter an order authorizing the Debtor to consummate the sale transaction (“Sale Order”) with the Qualified Bidder who made the Successful Bid (the “Successful Bidder”) on the terms of the Successful Bid (the “Purchase Price”).
g. Notwithstanding anything to the contrary in this Motion, a Successful Bid shall have been accepted by the Debtor only upon entry of the Sale Order and the Debtor will not be obligated to take any action related to the sale of the Real Property unless and until the Court enters the Sale Order. The Debtor's presentation to the Court for approval of a Successful Bid does not constitute the Debtor's acceptance thereof.
h. Except if SunTrust is the Successful Bidder, the Successful Bidder must furnish ten percent (10%) of the Purchase Price in the form of certified funds to the Debtor or Debtor's representatives at the Auction (the “Deposit”), with the remaining ninety percent (90%) of the Purchase Price payable to the Debtor or Debtor's representatives no later than 5:00 p.m. Central Time on December 21, 2012. If the Court does not enter the Sale Order, the Debtor shall return the Deposit to the Successful Bidder.
(iii) Free and Clear:
a. Any sale of the Real Property hereunder (the “Sale”) shall be free and clear of all liens, claims and encumbrances other than: (1) the Debtor's lease with Phantom Fireworks of Fort Myers, Inc. (the “Lease”); (2) real estate taxes; and (3) any easements and other restrictions of record (the “Permitted Exceptions”).
(iv) “As Is, Where Is”
a. The sale transaction shall be on an “as is, where is” basis and without representations or warranties of any kind, nature or description by the Debtor, its agents or its estate. Except for the Permitted Exceptions, or as otherwise provided in the Successful Bid, all of the Debtor's right, title and interest in and to the Real Property shall be sold free and clear of all liens, claims (as such term is defined by section 101(5) of the Bankruptcy Code), encumbrances, rights, remedies, restrictions, interests, liabilities, leasehold interests and contractual commitments of any kind or nature whatsoever, whether arising before or after the Petition Date, whether at law or in equity, including all rights or claims based on any successor or transferee liability, all environmental claims, all change in control provisions, and all rights to object or consent to the effectiveness of the transfer of the Real Property to the Successful Bidder.
(v) Bankruptcy Court Jurisdiction
a. Any and all disputes related or pertaining to or resulting or arising from the Auction shall be adjudicated solely by the Bankruptcy Court. The submission of a Bid shall constitute an express consent by the Potential Bidder to the exclusive jurisdiction of the Bankruptcy Court for all such matters.
SALE HEARING
At the conclusion of the Auction, the Debtor shall present the Successful Bid at a hearing before the Court (the “Sale Hearing”) and request the entry of the Sale Order containing all approvals and authorizations that, in the Debtor's judgment, are necessary to effectuate and consummate the transactions set forth in the Successful Bid. The Debtor shall also seek a finding in the Sale Order that the Successful Bidder is a good faith purchaser.
Notwithstanding anything to the contrary in the Motion or this Notice, a Successful Bid will have been accepted by the Debtor only upon entry of the Sale Order and the Debtor will have no obligation to any entity, nor be obligated to take any action related to the sale of the Real Property, unless and until the Court enters a Sale Order satisfactory to the Debtor. The Debtor's presentation to the Court for approval of the Successful Bid does not constitute the Debtor's acceptance thereof.
Robert W. Glantz
Counsel for the Debtor
Shaw Fishman Glantz & Towbin LLC 321 North Clark Street, Suite 800 Chicago, Illinois 60654
(312) 541-0151
December 14, 2012 12-06053L