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Assets of Restaurants Business

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Listing Information

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Assets of Restaurants Business



Price: $65,000,000.00


Other Item Info
Item #: debke_173096
Created: 11/27/2018
Category: Business Property > All Assets or Going Concerns > Restaurants
Sale Location: Wilmington, Delaware
Sale Date: Thu. Jan 17, 2019
Seller Info
Justin H. Rucki
Debtor's Attorney
Rodney Square 1000 North King Street
Wilmington, DE 19801
302-571-6600
Bankruptcy Info
Case #: 1:18-bk-11092
Case Title: RMH Franchise Holdings, Inc.
Court: Delaware Bankruptcy Court
Chapter: 11
View Case Docket

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Description

Sale of substantially all of assets of the RMH Franchise Holdings, Inc, which include but are not limited to, real property leases, owned real property, franchise agreements, inventory, tangible property, and improvements for up to 135 locations located in fifteen states, and more described as below:

  • Contracts. All Executory Contracts assumed by the Sellers and assigned to the Purchaser in accordance with this Agreement (collectively, the “Assumed Contracts”), including but not limited to, the Restaurant Leases of each Assumed Restaurant (the “Assumed Restaurant Leases”), the Franchise Agreements for each Assumed Restaurant (the “Assumed Franchise Agreement”), and all rebates, refunds, or claims relating thereto as set forth on Schedule 3; provided, however, that if any Assumed Contract is recharacterized by a Final Order to not be an Executory Contract, then the personal property and/or contractual rights of the Sellers thereunder that is subject to such Assumed Contract shall be a Purchased Asset; provided, further, however, that it is a condition to the Purchaser’s obligations to pay the Purchase Price that all of the Assumed Franchise Agreements shall be assumed and assigned to the Purchaser on the Closing Date;
  • Restaurants. All rights and interests of the Sellers in the Assumed Restaurants;
  • Cash. All Cash of the Sellers, not to exceed $5,000,000;
  • Inventory. All Supplies, all Miscellaneous Personal Property, and all Inventory;
  • All FF&E;
  • All Intangible Property, subject to Section 2.9;
  • All Improvements;
  • Permits. To the extent transferable and assignable, all Permits set forth in Schedule 4 and the rights to all data and records of the Sellers that is held by any Governmental Authority issuing such Permits, including, without limitation, the Mixed Beverage Liquor Licenses described in Section 7.5(a);
  • Intellectual Property. All Intellectual Property and any rights to sue for and remedies against past, present, and future infringements thereof, rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof, subject to Section 2.9;
  • Advertising Materials. All advertising, marketing, sale, and promotional files and materials (including any television, radio, and print content and materials), point of sale materials, and Web site content (together with all source code, design notes, and design documents associated therewith solely to the extent it is Intellectual Property owned by the Seller1), including all Intellectual Property owned by the Sellers therein;
  • Books and Records. All books, records, files and papers, client and customer lists, supplier and vendor lists, purchase orders, sales and purchase invoices, production reports, information and records, personnel and employment records, and financial and accounting records, that are related to the Purchased Assets or the Business that are within the Sellers control or readily accessible to any Seller;
  • Prepaid Expenses. All prepaid expenses of any Seller (the “Prepaid Expenses”);
  • Claims. All claims, rights, credits, causes of action, defenses, and rights of set-off against third parties related to the Purchased Assets, including all commercial tort claims, unliquidated rights under warranties, Chapter 5 Actions and Claims, and all Accounts Receivable; provided, however, that Purchaser shall not prosecute or otherwise pursue any damages or other recoveries with respect to any Chapter 5 Actions and Claims;
  • Insurance. All insurance policies, to the extent assignable, relating to the Business or the Purchased Assets, all claims arising under such policies prior to the Closing, and all credits, premium refunds, proceeds, causes of action, or rights thereunder or relating thereto;
  • Deposits. All utility deposits, security deposits, or other deposits relating to the Assumed Restaurants, and all deposits held by parties to the Assumed Contracts, deposits held by vendors or trade creditors, and other deposits of any kind or nature whatsoever relating to the Purchased Assets (the “Acquired Deposits”);
  • Receivables. All Accounts Receivable (together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto), and all causes of action pertaining to the collection of the foregoing (“Receivables”); and
  • Taxes. Subject to Section 6.3, all Tax refunds or reimbursements due to the Seller or its Affiliates for a Pre-Closing Tax Period.

Sale Location

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1000 North King Street
Wilmington, DE, 19801

Additional Details

  1. Auction Time: 10:00 a.m.
  2. Sale Hearing Held on January 22, 2019 at 10:00 a.m.
  3. Bid Amount: $69,500,000
  4. Bid Increment: $500,000
  5. Bid Deposit: 10% of the proposed purchase price
  6. Bid Deadline: January 15, 2019
  7. Last date to respond: January 15, 2019


Other Information

Terms and Conditions:

See Attached.


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