March 14, 2019 – The Court hearing the BeavEx Holding Corporation case issued an order [Docket No. 151] authorizing (i) the Debtors’ proposed bidding procedures in respect of a potential section 363 asset sale, (ii) bid protections for stalking horse bidder TForce and (iii) an auction schedule. The Debtors have entered into an asset purchase agreement with TForce Final Mile, LLC, TForce Final Mile West, LLC and TForce Logistics, LLC (collectively, “TForce” or the “Lead Bidder”) pursuant to which TForce has proposed to purchase the Debtors’ assets for $7.2mn.
As previously cited from the Debtors' bidding procedured motion [Docket No. 16], “In September 2018, the Debtors, in consultation with their legal and financial advisors, began exploring several potential transactions through which to sell all or substantial parts of their business. To that end, the Debtors engaged G2 Capital Advisors (‘G2’) to conduct an extensive and comprehensive marketing process. The Debtors, through G2, conducted a targeted solicitation by reaching out to approximately fifty-seven (57) potential acquiring parties, distributing an executive summary to twenty-four (24) of those parties who expressed an interest in acquiring all or a portion of the Debtors’ assets…. As a result of the marketing efforts, the Debtors received nine (9) indications of interest. The Debtors determined that seven (7) of those indications of interests fairly reflected the Debtors’ valuation and should be advanced to the next stage of the marketing process which included on-site meetings with the Debtors. The Debtors ultimately received four (4) written letters of interest (‘LOIs’) for the purchase of some or substantially all of their assets, one of which included the LOI from the Lead Bidder.
After evaluating the LOI’s, the Debtors, in consultation with their legal and financial advisors, determined that a sale of all or substantially all of their assets, was the best way to maximize the value of their estates for their creditors and other parties in interest. On February 14, 2019, BeavEx Incorporated, JNJW Enterprises, Inc. and USXP, LLC (the ‘Seller’) entered into the APA with the Lead Bidder for the sale of the Assets. The APA evidences a value-maximizing bid of cash in the approximate amount of $7.2 million, plus assumption of certain liabilities. The APA preserves the Debtors’ business as a going concern.”
Key terms of the TForce APA:
Key terms of the Bidding Procedures: