RECEIVERSHIP AUCTION OF REMAINING ASSETS
MONDAY, SEPTEMBER 25, 2017 at 10:00 AM
AT THE OFFICES OF HOLLAND & HART
222 SOUTH MAIN ST., SUITE 2200, SALT LAKE CITY, UTAH
INITIAL WRITTEN BID REQUIRED TO PARTICIPATE IN AUCTION
(DUE THURSDAY, SEPTEMBER 21ST BY 4:00 PM) - See Details Below...
D. Ray Strong of S3 Advisory, LLC, (“Strong”) the Court-Appointed Receiver (the “Receiver”) of ISYS Technologies, Inc. (“ISYS”), Coded Instruction Security Corporation (“CISC”), and Xi3, Inc. (“Xi3”) (ISYS, CISC, and Xi3 are collectively the “Companies”), by and through his counsel Holland & Hart LLP (“H&H”) hereby provides notice of auction of the remaining assets, as follows:
1. On August 18, 2017, the Court entered its Order Authorizing Receiver to Sell Remaining Assets (the “Sale Order”). Pursuant to the Sale Order, the Receiver is authorized to sell the estate’s remaining assets (the “Remaining Assets”).
2. The Remaining Assets include certain trademarks and causes of action against the Companies’ principals. The causes of action include, but are not limited to, (i) the estate’s claims in the non-dischargeability action against Mr. Roswell, a former principal of the Companies (Adversary Proceeding No. 16-02135, United States Bankruptcy Court, District of Utah) and (ii) the Receiver’s claims against Xi3’s D&O insurance company for the conduct of Mr. Roswell and Mr. Sullivan (the D&O insurance carrier has denied liability under the policy).
3. The Remaining Assets will be sold on an “as, is where is” basis and without representations and warranties of any kind, nature, or description.
4. The Remaining Assets will be sold free and clear of liens, claims, and other encumbrances with any such liens, claims and encumbrances attaching to the sale proceeds after payment of approved receivership costs.
5. The Remaining Assets will be sold at an auction to be held on Monday, September 25, 2017 at 10:00 a.m. (the “Auction”). The Auction will take place at the offices of Holland & Hart, 222 South Main St., Suite 2200, Salt Lake City, Utah.
6. If you would like to participate in the Auction, you will need to make a written initial bid to purchase all or a portion of the Remaining Assets (the “Initial Bid”). The Initial Bid must be submitted to undersigned counsel by no later than Thursday, September 21, 2017 at 4:00 p.m. Only parties who submit Initial Bids will be allowed to appear and participate in the Auction.
7. Initial Bids shall include:
a. a designation of the assets for which the bid will be made;
b. be accompanied by a letter stating that (i) the bidder’s offer is irrevocable, (ii) the bidder has the ability to close on the sale transaction within 3 business days of the Auction, and (iii) the bid is not conditioned on bid protections or any expense reimbursement;
c. provide for a purchase price;
d. be accompanied by an earnest money deposit of no less than 10% of the bid amount;
e. not be conditioned upon any contingencies, such as (without limitation) any due diligence investigation, the receipt of financing, or any board of directors, shareholders or other entity approval;
f. include evidence of the bidder’s financial ability to consummate the purchase; and
g. not request or entitle the bidder to any transaction break-up fee, expense reimbursement, or similar type of payment.
8. Each bidder who submits an Initial Bid shall be deemed to acknowledge and represent that it has had an opportunity to inspect and examine the Remaining Assets and to conduct any and all due diligence it deems necessary regarding the Remaining Assets prior to making its offer, that it has relied solely upon its own independent review, investigation and/or inspection of any documents and/or Remaining Assets in making its bid, and that it did not rely upon any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the assets, or the completeness of any information provided in connection with the Remaining Assets or the auction process.
9. The Receiver is authorized to (i) determine the highest and best offer at the auction, (ii) sell the assets in one or multiple lots, and (iii) implement auction procedures that he deems reasonable to maximize the value of the Remaining Assets. The Receiver will determine at the Auction whether or not to allow parties to credit bid.
10. A schedule of trademarks and detail regarding the insurance claim and adversary proceeding are available upon request by the undersigned. The information is also available on the website for Statewide Auction Company (http://www.statewideauctionco.com).
Dated: August 28, 2017
HOLLAND & HART LLP
/s/ Sherilyn A. Olsen
Sherilyn A. Olsen
Attorneys for D. Ray Strong, Receiver
FOR INQUIRIES, PLEASE CONTACT:
D. Ray Strong, Receiver
[email protected]
801-478-9100
2. The Remaining Assets include certain trademarks and causes of action against the Companies’ principals. The causes of action include, but are not limited to, (i) the estate’s claims in the non-dischargeability action against Mr. Roswell, a former principal of the Companies (Adversary Proceeding No. 16-02135, United States Bankruptcy Court, District of Utah) and (ii) the Receiver’s claims against Xi3’s D&O insurance company for the conduct of Mr. Roswell and Mr. Sullivan (the D&O insurance carrier has denied liability under the policy).
3. The Remaining Assets will be sold on an “as, is where is” basis and without representations and warranties of any kind, nature, or description.
4. The Remaining Assets will be sold free and clear of liens, claims, and other encumbrances with any such liens, claims and encumbrances attaching to the sale proceeds after payment of approved receivership costs.
5. The Remaining Assets will be sold at an auction to be held on Monday, September 25, 2017 at 10:00 a.m. (the “Auction”). The Auction will take place at the offices of Holland & Hart, 222 South Main St., Suite 2200, Salt Lake City, Utah.
6. If you would like to participate in the Auction, you will need to make a written initial bid to purchase all or a portion of the Remaining Assets (the “Initial Bid”). The Initial Bid must be submitted to undersigned counsel by no later than Thursday, September 21, 2017 at 4:00 p.m. Only parties who submit Initial Bids will be allowed to appear and participate in the Auction.
7. Initial Bids shall include:
a. a designation of the assets for which the bid will be made;
b. be accompanied by a letter stating that (i) the bidder’s offer is irrevocable, (ii) the bidder has the ability to close on the sale transaction within 3 business days of the Auction, and (iii) the bid is not conditioned on bid protections or any expense reimbursement;
c. provide for a purchase price;
d. be accompanied by an earnest money deposit of no less than 10% of the bid amount;
e. not be conditioned upon any contingencies, such as (without limitation) any due diligence investigation, the receipt of financing, or any board of directors, shareholders or other entity approval;
f. include evidence of the bidder’s financial ability to consummate the purchase; and
g. not request or entitle the bidder to any transaction break-up fee, expense reimbursement, or similar type of payment.
8. Each bidder who submits an Initial Bid shall be deemed to acknowledge and represent that it has had an opportunity to inspect and examine the Remaining Assets and to conduct any and all due diligence it deems necessary regarding the Remaining Assets prior to making its offer, that it has relied solely upon its own independent review, investigation and/or inspection of any documents and/or Remaining Assets in making its bid, and that it did not rely upon any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the assets, or the completeness of any information provided in connection with the Remaining Assets or the auction process.
9. The Receiver is authorized to (i) determine the highest and best offer at the auction, (ii) sell the assets in one or multiple lots, and (iii) implement auction procedures that he deems reasonable to maximize the value of the Remaining Assets. The Receiver will determine at the Auction whether or not to allow parties to credit bid.
10. A schedule of trademarks and detail regarding the insurance claim and adversary proceeding are available upon request by the undersigned. The information is also available on the website for Statewide Auction Company (http://www.statewideauctionco.com).
Dated: August 28, 2017
HOLLAND & HART LLP
/s/ Sherilyn A. Olsen
Sherilyn A. Olsen
Attorneys for D. Ray Strong, Receiver
FOR INQUIRIES, PLEASE CONTACT:
D. Ray Strong, Receiver
[email protected]
801-478-9100
REFERENCE DOCUMENTS
AUCTION NOTICE:
| notice.pdf |
MOTION TO SELL REMAINING ASSETS:
| 2017-07-10_receivers_motion_for_order_authorizing_receiver_to_sell_remaining_assets.pdf |
ORDER APPROVING MOTION TO SELL REMAINING ASSETS:
| 2017-08-17_order_approving_receivers_motion_to_sell_remaining_assets.pdf |
ROSWELL COMPLAINT:
| 2016-08-29_doc_01_complaint_for_non-dischargeability.pdf |
ROSWELL ANSWER:
| 2016-10-14_doc_02_answer_of_aaron_rowsell.pdf |
AMENDED ROSWELL SCHEDULING ORDER:
| 2017-05-30_doc_8_signed_order_granting_joint_motion_to_amend_scheduling_order.pdf |
NOVEMBER 17, 2015 DEMAND LETTER TO DARWIN NATIONAL ASSURANCE COMPANY:
| 2015-11-17_notice_of_claim_letter_to_darwin_natl_assurance_co..pdf |
APRIL 21, 2017 DEMAND LETTER TO LVL CLAIMS SERVICE:
| 2017-04-21_letter_from_sao_to_lvl_claims_service.pdf |
LIST OF TRADEMARKS:
| receivers_exhibits_to_motion.pdf |
DENIAL LETTER FROM INSURANCE COMPANY:
| 2017.05.24_letter_to_j._sullivan_and_a._rowsell.pdf |
