NOTICE OF PUBLIC SALE
REDLINE METALS, INC.
901/930 N DUPAGE AVE. LOMBARD, IL 60148
1255 GIFFORD RD. ELGIN, IL 60120
SALE OF ASSETS: Notice is hereby given that on January 23, 2025 at 1:00 pm, CDT (the 鈥淒ate of Sale鈥�), in the offices of Rally Capital Advisors, 350 N LaSalle St., Suite 1100, Chicago, IL, with Andrew J. Cameron, as appointed Chief Restructuring Officer (the 鈥淪eller鈥�) of Redline Metals, Inc. (鈥淩edline Metals, Inc.鈥�) as selling officer shall hold a public auction (鈥淎uction鈥�) in the event there are more than multiple qualified bids in accordance with the order of the Honorable Jaqueline P. Cox in Northern District of Illinois Bankruptcy Case 24 B 12590 dated December 23, 2024 (鈥淭he Sale Procedures Order鈥�), Federal Bankruptcy law and Illinois law and other applicable laws will offer for sale all or substantially all of the assets of Redline Metals, Inc. (collectively the 鈥淪ale Assets鈥�) subject to the bid procedures approved in the Sale Procedures Order (with a bid deadline of January 17, 2025 at 5:00 p.m.) including all of Seller鈥檚 right, title and interest in and to all of its assets whether tangible or intangible, real or personal or mixed, owned or leased (including indirect and other forms of beneficial interest) wherever located and by whomever possessed including but not limited to: all of the tangible personal property owned by Redline Metals, Inc. and used by Redline Metals, Inc. in or necessary for the operation of business, including the equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvements; all of Seller鈥檚 rights, to the extent assignable or transferable, to all business permits; all contracts (including personal property leases), agreements, or purchase orders including any prepaid expenses and any security or other deposit; all inventory, wherever located, arising out of, relating to or used in connection with the business, including all raw materials, packaging, labeling, spare parts, and all other materials and supplies to be used or consumed in the production of finished goods and finished goods inventory (collectively, the 鈥淧urchased Inventory鈥�); all billed and unbilled accounts receivable, and all other amounts, due and payable, including all trade accounts receivable, notes receivable, and all other similar obligations, and any security, claim, remedy, or other right related to any of the foregoing (collectively, the 鈥淧urchased Accounts Receivable鈥�); all documents, records, correspondence, work papers and other documents relating to the Purchased Accounts Receivable or otherwise arising out of, relating to or used in connection with the Business; all prepaid expenses, refunds, rebates, credits or payments due, and all utilities or other deposits, including deposits with third parties, arising out of or related to the business or any of the assets; Redline Metals, Inc.鈥檚 (i) website(s) (together with the content therein) and internet domain name registrations, (ii) trademarks and service marks, including all common law rights, state, federal, and/or foreign applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, (iii) copyrights, including all applications and registrations, and works of authorship, whether or not copyrightable, (iv) trade secrets and confidential know-how, (v) patents and patent applications, and (f) other intellectual property and industrial property rights and assets, and all rights, interests, and protections, whether statutory or under common law, that are associated with, similar to, or required for the exercise of, any of the foregoing; the telephone and facsimile numbers used with respect to the operation of the business; all rights to receive and retain mail and other communications relating to the assets, the assumed contracts and, to the extent not covered by the foregoing, the business; all rolling stock and other vehicles owned by Redline Metals, Inc., and repair and replacement parts; all account, product, merchant or wholesaler codes, designations or similar identification of Redline Metals assigned by any retailer; all of Redline Metals, Inc.鈥檚 rights under claims, warranties, indemnities, guarantees, refunds, causes of action, rights of recovery, rights of set-off, and rights of recoupment of every kind and nature with respect to the assets; all of Redline Metals, Inc.鈥檚 rights and interests in inventory of advertising, sales and customer materials, forms, labels, promotional materials, manuals and supplies used in the operation of the business; all of Redline Metals, Inc.鈥檚 rights and interests in books, records, files, documents, computer programs, computer records, data and proprietary information relating to the assets including Redline Metals, Inc.鈥檚 accounting and financial books and records; all of Redline Metals, Inc.鈥檚 rights under claims, warranties, indemnities, deposits, guarantees, refunds, causes of action, rights of recovery, rights of set-off, and rights of recoupment of every kind and nature with respect to the assets; all rights in or to the name 鈥淩edline Metals鈥�; all rights to bring or assert any preference claim, action, or other proceeding related to any of the purchased contracts; and all goodwill and going concern value associated with the business.
TERMS AND CONDITIONS: The Sale Procedures Order approves Bid Procedures which will be used in the sale of the Sale Assets. A copy of the Sale Procedures Order may be obtained from the Bankruptcy Court Docket (Northern District of Illinois Case Number 24 B 12590) (www.ilnb.uscourts.gov) or by request from Andrew Cameron or Paul M. Bach whose addresses are stated on this Noice. The Sale Assets sold or to be sold are being sold as a multiple lot or a single lot 鈥淎s Is鈥� and 鈥淲here Is鈥� and with no express or implied warranties, representation, statements or conditions of any kind including but not limited to warranties of merchantability or fitness for a particular purpose and are to be sold in accordance with the terms and provisions set forth above. Seller is not transferring or selling herein any leased property, whether real or personal, whether evidenced by a true lease or a capital lease (unless the lessor so consents). The Seller reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of the sale or impose any other terms or conditions on the sale, and, if the Seller deems appropriate, to reject any bids pursuant to the Bid Procedures Order or continue the sale (whether for all of the Assets or separate lots) without prior notice.
On December 16, 2024, the Chief Restructuring Officer received a proposed Asset Purchase Agreement (鈥淎PA鈥�) (and will designate the offer and APA as a Stalking Horse Bidder pursuant to the Bid Procedures Order) from an unrelated third party purchaser (鈥淏uyer鈥�), for the right, title and interest in and to the Sale Assets (the description of the assets being purchased is set forth in detail in the APA, in a single lot for a price of two million dollars ($2,000,000), plus all proceeds over two million, one hundred thousand dollars ($2,100,000), which will be shared at 95% to the Seller and 5% to the Buyer. The inventory will be paid for at 80% – 85% of the market value and the Buyer will post a $2,000,000 letter of credit. The APA will be subject to the Seller鈥檚 right to receive a higher and better bid from a qualified purchaser at the Auction. To be a qualified purchaser, a party must, no later than five o鈥檆lock pm CDT on January 17, 2025, submit to the Seller a qualified letter of intent (the 鈥淟OI鈥�) and an executed subsequent offer (鈥淪ubsequent Offer鈥�) in conformance of the Bid Procedures as provided in summary as follows (for details any potential bidder should consult the approved Bid Procedures. Any Subsequent Offer from a qualified purchaser must include: (a) all terms and conditions set forth in the APA; plus (b) additional cash comprised of a break-up fee of three percent plus an initial overbid of one-hundred thousand. The Seller reserves the right to determine the qualifications of any qualified purchaser including the ability to close the transaction on the terms and conditions referenced herein. All bidding for the Sale Assets shall be conducted in the same room or remotely with the identity and bid terms of all bidders fully disclosed and on the record, as recorded by a court reporter. All subsequent overbids shall be at least one-Hundred thousand dollars greater than the then prevailing bid in the Auction; provided however, the Seller reserves the right to change the minimum overbid from time to time during the Auction. At the conclusion of the Auction, the Seller shall declare on the record which bid has been declared the highest and best bid accepted and shall recite the terms of the winning bid into the record with the concurrence of the prevailing bidder. The balance of the purchase price must be paid to the Seller within two (2) business days after the Auction. If the successful bidder fails to pay the balance of its successful bid, then its Deposit will be forfeited and the Assets may, at the Seller鈥檚 option, be sold to the next highest bidder without prejudice to or waiver of the Seller鈥檚 rights and remedies against the defaulting highest bidder. The Seller reserves the right to adjourn the sale from time to time without further notice except as announced at the Auction. Every qualified purchaser who participates in the Auction, including the Buyer, accepts the terms and conditions provided for herein as well as the APA and have agreed to these terms and conditions.
For further information regarding the Assets and to arrange for an inspection of the Sale Assets, please contact Assignee as follows:
Redline Metals, Inc.
Andrew J. Cameron as CRO
350 North LaSalle St., Suite 1100
Chicago, IL 60654
(312) 645-1975
[email protected]
Attorney for Redline Metals, Inc.
Paul M. Bach, Esq.
Bach Law Offices, Inc.
P.O. Box 1285
Northbrook, IL 60062
(847)564-0808
[email protected]
