Motion Filed for Sale of Taylor’s AssetsNovember 26th, 2012 by DWM Magazine
While the receiver for Taylor Building Products, located in West Branch, Mich., originally had hoped to bring the sale of its assets to a conclusion by the end of November, that has now been extended to “close no later than December 21, 2012, according to court documents. Court documents filed on November 16, 2012, also reveal new details regarding the stalking horse bidder.
Back in October 2012, court documents showed that Taylor had defaulted on loan payments with an unpaid balance to Huntington National Bank of $3,956,116.67 (term note), as of October 10, 2012, according to court documents filed on October 11 in the U.S. District Court in the Southern District of Ohio. Bill Frazier, Raintree Capital, was appointed as the receiver.
According to the November 16 court documents, Frazier filed a motion for an order authorizing the sale of assets free and clear of liens, claims, interests and encumbrances; approval of the bidding procedure and auction; and approval of break up fees and overbid protection; among other items.
The receiver has determined that it is in the best interest of all parties to sell Taylor’s assets, more particularly described in the Asset Purchase Agreement (APA) to include:
a. All owned and leased, machinery, equipment, fixtures;
b. Owned real estate;
c. Inventories, intangibles, books and records;
d. Prepaid expenses;
f. And all other assets and rights of Taylor other than the excluded assets.
The receiver submits “that there is an urgency to the sale of the assets as the business operations were shut down when the Order Appointing Receiver was entered. Since his appointment, the receiver has restarted operations to complete existing orders and to increase the value of the assets. However, the fluctuations in the market cycle necessitate the sale to close no later than December 21, 2012.”
The receiver also requested that the court approve the bid of Wausau Supply Co., based in Schofield, Wis., or its assignee or nominee as the stalking horse bid for the purchase of the assets, according to court documents. The receiver further requests that the Court approve the APA executed by the receiver and Wausau and all terms and conditions of the APA.
The receiver further requests that the Court approve initial overbid protection to the Stalking Horse in the amount of $50,000 so that in order to make a higher and better bid offer for the assets, a third party will have an initial bid of a total of:
(b) $ 75,000.00 (for the break-up fee);
(c) $ 50,000.00 for the initial overbid protection
The receiver further requests that the court find and order that the sale does not amount to a consolidation, merger, or defacto merger of the prevailing bidder and Taylor or its respective subsidiaries or affiliates, that there is not substantial continuity between the prevailing bidder and Taylor, that there is no common identity between the prevailing bidder and Taylor, that there is no continuity of enterprise between the prevailing bidder and Taylor, that the prevailing bidder is not a continuation of Taylor or its business, and that the prevailing bidder does not constitute a successor to Taylor or its business.
It is further requested that the court order that Taylor shall not be required to make any representation or warranty of any kind whatsoever, express or implied, with respect to any matter relating to the assets … and that the prevailing bidder shall accept the assets at the closing “AS IS,” “WHERE IS,, and, “WITH ALL FAULTS,” according to court documents.
An auction date had not yet been set or specified in court documents. Stay tuned to dwmmag.com for further updates.