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Transportation Services Business in Georgia

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Listing Information

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Transportation Services Business in Georgia



Price: Not Specified

Other Item Info
Item #: ganbke_1169171
Created: 08/07/2019
Category: Business Property > All Assets or Going Concerns > Transportation
Sale Location: New York, New York
Sale Date: Wed. Oct 2, 2019
Seller Info
Sarah Robinson Borders
Debtor's Attorney
1180 Peachtree Street
Atlanta, GA 30309
404-572-4600
Bankruptcy Info
Case #: 1:19-bk-62393
Case Title: Jack Cooper Ventures, Inc.
Court: Georgia Northern Bankruptcy Court
Chapter: 11
View Case Docket

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Description

Sale of substantially all of assets of the Jack Cooper Ventures, Inc., all of each Seller’s right, title and interest in, to or under the Business and all of each Seller’s properties, rights, claims and assets (in each case, other than the Excluded Assets), wherever situated or located, whether real, personal or mixed, whether tangible or intangible, whether identifiable or contingent, whether owned, leased, licensed, used or held for use in or relating to the Business, and whether or not reflected on the books and records of each Seller, as the same shall exist on the Closing Date, including the following (collectively, the “Acquired Assets”):

  • All inventory of any kind or nature, merchandise and goods, related to the Business or the Acquired Assets and located upon or within Sellers’ Real Property or belonging to any Seller on the Closing Date, whether or not prepaid, and wherever located, held or owned, and any prepaid deposits for any of the same, including any goods in transit, other than any such items to the extent related to the Excluded Assets (“Inventory”);
  • All Equipment, except to the extent primarily used in connection with the Excluded Assets;
  • Subject to Section 2.5, all Assumed Contracts;
  • All (i) Real Property (other than the Leased Real Property to the extent the Leases related thereto are not Assumed Contracts) and (ii) the Lessor Leases (to the extent that a Lessor Lease is an Assumed Contract);
  • Any rights of Sellers to the warranties, express or implied, and licenses received from manufacturers and Sellers of the Equipment, Improvements or any component thereof;
  • Subject to Section 2.5(c) and obtaining the consents set forth on Schedule 5.2, all Permits, Environmental Permits and licenses held by Sellers, including those identified on Schedule 2.1(f) (the “Transferred Permits”);
  • All Intellectual Property owned or purported to be owned by any Seller;
  • All Personal Information that is collected, stored or used by any Seller;
  • All Accounts Receivable;
  • All Pre-Paid Expenses;
  • To the extent not prohibited by Legal Requirements, but specifically excluding any of the following materials to the extent prepared in anticipation of or in connection with or otherwise related to the negotiation, execution or performance by Sellers under this Agreement or any other Transaction Agreement, all Documents and other books and records (financial, accounting, personnel files of Buyer Employees, and correspondence), and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), ledgers, instruments, research, drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case, that are used or useful in, held for use in, or that arise in any way out of or are related to, the Acquired Assets, the Assumed Liabilities or the Business; provided, that Sellers shall be permitted to keep copies of all of the foregoing to the extent necessary or required by the Bankruptcy Courts or in connection with the Bankruptcy Cases or in any subsequent wind-down proceedings of Sellers related to the Excluded Assets or the Excluded Liabilities, subject to Section 12.2;
  • Except as set forth on Schedule 2.1(l), all claims (other than Avoidance Actions which shall be addressed solely by Section 2.1(m)), interests, rights, rebates, refunds, abatements, remedies, recoveries, goodwill, customer and referral relationships, other intangible property and all privileges, set-offs and benefits of Sellers, and all claims, demands, indemnification rights, causes of action, arising under or relating to any of the Acquired Assets (including Intellectual Property), the Assumed Liabilities or the Business, including those arising out of Assumed Contracts, express or implied warranties, representations and guarantees from suppliers, manufacturers, contractors or others to the extent relating to the operation of the Business or affecting the Equipment, Inventory or other tangible Acquired Assets;
  • All Avoidance Actions and any other causes of action available to Sellers or their estates to the extent they either (1) relate to the Acquired Assets, Assumed Contracts or Assumed Liabilities or (2) are against any of Sellers, Buyer, any of the directors, officers, managers, employees, shareholders, members and advisors of Sellers or Buyer, any lenders or agents under the First Lien Term Loan Facility, the Prepetition ABL Credit Agreement, the Junior Credit Agreements, the DIP Facilities or the Exit Facilities or any other Persons (including the Actions set forth on Schedule 2.1(m)) (collectively, the “Acquired Actions”) provided, that the Acquired Actions against Sellers, any lenders and agents under the Junior Credit Agreements and the Exit Facilities, Buyer, and their respective directors, officers, managers, employees, shareholders, members and advisors shall be waived and released effective as of the Closing Date by execution of the Waiver;
  • All cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit, bank accounts (to the extent transferrable) and other bank deposits, instruments, utility and other deposits, and investments of Sellers; provided, however, that prepaid deposits related to professional fee retainers and other cash collateral securing obligations permitted pursuant to the DIP Financing Orders, as well as the Professional Fees Escrow Amount and the Wind-Down Escrow Amount (which are included in Cash Consideration and are an Excluded Asset), shall not be included; provided, further, that cash in an amount necessary and sufficient to cover checks in transit relating to items that were permitted to be paid, but have not been paid, pursuant to the DIP Financing Orders or the DIP Facilities as of the Closing Date shall not be included.
  • All third party business interruption, property or casualty insurance proceeds, to the extent receivable by Sellers in respect of the Business or the Acquired Assets or the Assumed Liabilities after the Closing Date;
  • All rights under non-disclosure or confidentiality, non-compete, or non-solicitation agreements (in each case, to the extent transferrable) or key employee retention plans or similar arrangements with (or for the benefit of) Employees and agents of Sellers or with third parties (including any non-disclosure or confidentiality, non-compete, or non-solicitation agreements (in each case, to the extent transferrable)), to the extent included as an Assumed Contract;
  • All telephone, telex and telephone facsimile numbers and other directory listings;
  • All assets, if any, listed on Schedule 2.1(r) (regardless of whether such assets are covered by any of the foregoing).

Assets for sale is more described from Page No. 93 on the attached PDF.


Sale Location

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1285 Avenue of the Americas
New York, NY, 10019

Additional Details

  1. Auction Time: 10:00 a.m.
  2. Sale Hearing Held on October 10, 2019 at 10:00 a.m.
  3. Purchase Price: The Purchase Price for the purchase, sale, assignment and conveyance of the Acquired Assets shall consist of: (a.) The Cash Consideration in an aggregate amount equal to (i) the Professional Fees Amount, plus (ii) the Wind Down Amount, plus (iii) to the extent not covered by the foregoing, an additional amount that shall be sufficient to pay for any assets that cannot be acquired through a credit bid, provided that such additional amount will not exceed $1 million; (b.) the assumption by Buyer or a Buyer Designee, as applicable, of the Assumed Liabilities from Sellers, including the assumption of (i) all obligations under the Exit Facilities and (ii) the obligation to pay to the applicable counterparties of the applicable Assumed Contracts the Cure Costs payable by Buyer under the Stalking Horse APA; and (c.) the release of Sellers that are borrowers or guarantors under the Junior Credit Agreements and/or the DIP Term Loan Facility of the obligations arising thereunder or otherwise relating thereto, in an aggregate amount not less than (i) $425,000,000, minus (ii) the Cash Consideration, minus (iii) the aggregate outstanding principal amount under the (x) U.S. Revolver Facility, (y) Canadian Sub-Facility and (z) First Lien Term Loan Facility, pursuant to Section 363(k) of the Bankruptcy Code.
  4. Bid Increment: $1,000,000
  5. Bid Deposit: 10% of the aggregate cash Purchase Price of the Bid
  6. Bid Deadline: September 26, 2019
  7. Last date to respond: October 8, 2019


Other Information

Terms and Conditions:

See Attached.


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