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Assets of Global Engineering, Technology and Manufacturing Company

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Assets of Global Engineering, Technology and Manufacturing Company



Price: Not Specified

Other Item Info
Item #: txsbke_469580
Created: 02/17/2024
Category: Business Property > All Assets or Going Concerns > General Industrials
Sale Location: Houston, Texas
Sale Date: Fri. Apr 19, 2024
Seller Info
Tad Davidson, II
Debtor's Attorney
600 Travis Ste 4200
Houston, TX 77002
713-220-3810
Bankruptcy Info
Case #: 9:24-bk-90052
Case Title: Robertshaw US Holding Corp.
Court: Texas Southern Bankruptcy Court
Chapter: 11
View Case Docket

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Description

Sale of substantially all of assets of Robertshaw US Holding Corp., et al., (the “Sellers”), which includes:

  • All tangible assets, including machinery, equipment, computers, information management systems (including software and hardware related thereto), telephone systems, supplies and other tangible personal property owned by any Seller, including any such personal property of a Seller located at any Owned Real Property or Leased Real Property and any such property on order to be delivered to any Seller;
  • All warranties, indemnities or guaranties from any Person with respect to any Purchased Asset, including any item of real property, personal property or equipment;
  • All Intellectual Property owned by Sellers that is used or held for use by Sellers in the conduct of the Business, including the Intellectual Property set forth on Section 2.01(e) of the Disclosure Schedules (the “Purchased Intellectual Property”);
  • All of Sellers’ interests (the “Purchased Shares”) in the Persons listed in Section 2.01(f) of the Disclosure Schedules (each, a “Purchased Entity,” and collectively, the “Purchased Entities”);
  • All inventory, including raw and packing materials, work-in-progress, finished goods, supplies, parts and similar items related to, used or held for use in connection with the Business (the “Inventory”);
  • To the extent permitted by applicable Law without the consent of any applicable Service Provider, all rights of Sellers under non-disclosure or confidentiality, invention assignment, work made for hire, non-compete, or non-solicitation agreements with current or former Service Providers of any Seller;
  • All of the Seller Plans other than Excluded Plans (the “Assumed Plans”), all funding arrangements related thereto (including all assets, trusts, insurance policies and administrative service Contracts related thereto), and all rights and obligations thereunder;
  • All Permits (to the extent transferable to Buyer pursuant to applicable Law);
  • All Cash and Cash Equivalents (other than Retained Cash, if any, and Service Provider Cash);
  • All bank accounts of Sellers (other than any account designated by Seller Parent to Buyer prior to the Closing which shall be retained solely for the purposes of the Wind-Down);
  • All deposits, credits, prepaid expenses, deferred charges, advance payments, refunds, rights of set-off, rights of recovery, security deposits, prepaid items and duties related to the Purchased Assets (including Purchased Contracts);
  • All accounts receivable, notes, negotiable instruments and chattel paper owned or held, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and other amounts receivable from any Person, whether or not in the Ordinary Course;
  • All insurance policies relating to the Purchased Assets or the Assumed Liabilities, and all rights and benefits of any nature of Sellers with respect thereto (including any claims arising under such policies and all credits, premium refunds, proceeds, causes of action or rights thereunder);

Assets are more described from Pages No. 74-76 on the attached PDF.


Sale Location

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811 Main Street, Suite 3700
Houston, TX, 77002

Additional Details

  1. Auction Time: 10:00 a.m.
  2. Purchase Price: The purchase price for the Acquired Assets and Assumed Liabilities (the “Purchase Price”) shall be (a) a “credit bid” pursuant to Section 363(k) of the Bankruptcy Code of: (i) the full amount of all principal, fees, penalties or other obligations due under the DIP Credit Agreement by the DIP Agent on behalf of the DIP Facility lenders, and (ii) with respect to claims arising under that certain Super-Priority Credit Agreement, $217,000,000 of principal, plus accrued and unpaid interest, fees, penalties or other obligations, by the Agent on behalf of the lenders holding the “first out” tranche under the Super-Priority Credit Facility, (b) the Assumed Liabilities (as defined in the Stalking Horse APA), and (c) funding the Wind-Down Budget in a manner to be agreed by the Required Consenting Lenders (as defined in the Stalking Horse APA) and the Company.
  3. Sale Hearing Held on April 30, 2024 at 10:00 a.m.
  4. Bid Increment: $5,000,000
  5. Bid Deposit: 10% of the aggregate purchase price of the Bid
  6. Bid Deadline: April 15, 2024
  7. Last date to respond: April 12, 2024


Other Information

Terms and Conditions:

See Attached.


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