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Assets of Commercial Bakery Business

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Assets of Commercial Bakery Business



Price: Not Specified

Other Item Info
Item #: debke_187841
Created: 06/23/2022
Category: Business Property > All Assets or Going Concerns > Food Producers
Sale Date: Thu. Jul 28, 2022
Seller Info
Domenic E. Pacitti
Debtor's Attorney
919 Market Street Suite 1000
Wilmington, DE 19801
302-552-5511
Bankruptcy Info
Case #: 1:22-bk-10559
Case Title: Gold Standard Baking, LLC
Court: Delaware Bankruptcy Court
Chapter: 11
View Case Docket

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Description

Auction Sale of substantially all of assets of Gold Standard Baking, LLC (the “Seller”), which includes:

  • All personal property, including, without limitation, the personal property identified on Schedule 2.1(a), Cash, Accounts Receivable; Inventory, Equipment, retainers, prepaids, prepayments, on-account cash, and deposits (other than Cash subject to the Carve-Out as defined in the DIP Order, retainers paid to the Seller’s professionals prior to the Petition Date, and proceeds of Excluded Assets);
  • The assumed contracts and all rights and benefits accruing thereunder, which shall include, for avoidance of doubt, the CBA and the Chicago Lease;
  • To the extent transferable under applicable Law, all permits and licenses issued to Seller relating to the Assets and all pending applications therefor, including, without limitation, those Assumed Permits set forth on Schedule 3.13;
  • All Intellectual Property owned by Seller, and to the extent transferable under applicable Law, all Intellectual Property licensed to Seller;
  • To the extent transferable under applicable Law, the Warranties;
  • All rights to refunds relating to, and prepaid expenses and deposits attributable to, any purchase orders, customer orders, Assumed Contract, and all rights under credit card merchant accounts, (ii) prepaid charges and deposits in respect of utilities, (iii) prepaid common area maintenance expenses relating to any Assumed Contract and security deposits for any Assumed Contract, (iv) prepaid premiums in respect of the Assumed Contract, (v) ordinary holdbacks (including ordinary credit card holdback payments or protection reserves) in connection with or relating to any Asset, and (vi) other deposits, prepaid charges and expenses paid by Seller, including any prepaid freight charges, prepaid Taxes and other rights of Seller in connection with or relating to any Asset;
  • All goodwill and other intangible assets, including all goodwill associated with the Business and the Intellectual Property;
  • All claims held by Seller or its estate that relate to Assets;
  • All other tangible or intangible assets of Seller primarily used in connection with the ownership, operation, and/or management of the Business;
  • The avoidance actions; and
  • To the extent permitted by applicable Law, all documents that are primarily used in, held for use in or intended to be used in, or that primarily relate to, the Assets, the Assumed Liabilities, the Current Employees, or the Business, including all documents related to products of Seller, services, marketing, advertising, promotional materials, Intellectual Property, Current Employee records, customer files and documents (including credit information), supplier lists, records, literature and correspondence; provided, that Purchaser shall provide Seller with reasonable access (during business hours with reasonable prior notice and without cost to Seller) to the same following the Closing to the extent reasonably necessary to permit Seller to winddown and liquidate its estate after the Closing.

Additional Details

  1. Auction Time: 10:00 a.m.
  2. Sale Hearing Held on August 3, 2022.
  3. Purchase Price: The aggregate consideration for the sale and transfer hereunder (the “Purchase Price”) consisting of: (a) A credit bid pursuant to section 363(k) of the Bankruptcy Code (the “Credit Bid”) in the amount of a portion of the First Lien Obligations in the amount of $20 million, provided, however, that Purchaser reserves the right, in its sole discretion, to increase the Credit Bid up to the full amount of the First Priority Obligations and the DIP Facility Obligations; and (b) The assumption by Purchaser of the Assumed Liabilities; and (c) The assumption and assignment of the Assumed Contracts to the Stalking Horse Bidder (each term as defined in the Stalking Horse Agreement).
  4. Bid Increment: $200,000.00
  5. Bid Deposit: 10% of the proposed cash portion of the purchase price
  6. Bid Deadline: July 25, 2022
  7. Last date to respond: July 25, 2022


Other Information

Terms and Conditions:

See Attached.


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