under contract subject to higher & better bids
UNDER CONTRACT SUBJECT TO HIGHER & BETTER BIDS Auction Markets, LLC, VAAF #2908 000 929
Passive Income Stream Generated by Insurance Policy Commissions
UNDER CONTRACT - SUBJECT TO BANKRUPTCY COURT APPROVAL - Sale Hearing Scheduled for April 24, 2018 at 9:30am - On behalf of a Chapter 7 Trustee, Auction Markets is selling the Trustee’s rights to a Debtor’s commission income stream supported by a portfolio of life insurance policies. On average, the Trustee is receiving approximately $4,000 per month directly from the life insurance company. The payments are being made pursuant to a Consent Order entered by the US Bankruptcy Court on June 27, 2017. The income stream is projected to last another 7 to 10 years. To receive a copy of the payment history, please sign and return the Confidentiality Agreement found in the Property Information Package available at RealtyMarkets.com. The pending offer is for $130,000. The next acceptable bid must be at least $145,000, subject to final approval from the US Bankruptcy Court. The hearing to approve the pending offer is scheduled for Tuesday, April 24, 2018 at 9:30am at the US Bankruptcy Court, Courtroom II, 200 S. Washington Street, Alexandria, VA 22314. For instructions on how to submit a higher and better bid, please read the Trustee’s Notice of Intention to Sell Property, Notice of Hearing, and Notice of Opportunity to Object found at RealtyMarkets.com and available on the US Bankruptcy Court docket for the Eastern District of Virginia, Alexandria Division, Case No. 14-10093-KHK. Details about the pending offer may also be downloaded at RealtyMarkets.com. All sales are subject to US Bankruptcy Court approval.
For more information, please visit www.RealtyMarkets.com or contact Stephanie Young, Auction Markets, LLC at 571-223-9775 and [email protected] or Stephen Karbelk, CEO, Auction Markets, 571-481-1037 or [email protected]. Please visit www.RealtyMarkets.com for the terms and conditions.
Confidentiality Agreement
To obtain a copy of the historical insurance commission payments and additional financial details, please sign and return the Confidentiality Agreement to [email protected]
For more information, please contact Stephanie Young, Auction Markets, 571-481-1037 and [email protected]. Be sure to download the Auction Markets app on iTunes!
In order to receive the confidential information, please neatly complete the following agreement and return it to Stephen Karbelk ([email protected])
CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of the date hereinafter set forth by Kevin R. McCarthy, Chapter 7 Trustee In Re Tyrone A. Conard and Joyce L. Conard, Case No 14-10093-KHK, US Bankruptcy Court, Eastern District of Virginia, Alexandria Division (herein, “Seller”) and the person(s) designated as the Reviewer on the signature page hereof (the “Reviewer”). WHEREAS, the Seller is soliciting bidders to purchase the Trustee’s rights and interest in a passive income stream supporting by recurring commissions due from the sale of life insurance policies. (the “Property”); and WHEREAS, the Reviewer has requested confidential information about the Property; and as a condition to furnishing the Reviewer with such requested information, Seller requires that the Reviewer agree to treat such information as confidential as set forth in detail below. In consideration of the foregoing, the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. All information furnished by Seller or any of his representatives or agents (collectively, the “Confidential Information”) to the Reviewer or its directors, officers or employees, or outside attorneys, accountants or financial advisors (collectively, “Representatives”) shall not be used for any purpose that is without consent by Seller. The term “Confidential Information” shall be deemed also to include all cash flow information, analyses, compilations, modeling, studies or other documents prepared by the Reviewer or its representatives containing or based in whole or in part on any information furnished by Seller or any of its representatives or agents. Confidential Information may be disclosed only to those who sign their own confidentiality agreement furnished by the Reviewer, and who in the Reviewer’s considered judgment, need to know such information for the purpose of marketing the Property. The Reviewer shall direct all of its representatives to keep all such information in the strictest confidence. Any disclosure by a representative shall be deemed made by, and be the responsibility of, the Reviewer. 2. In addition, without the prior written consent of the Seller, the Reviewer will not, and will direct any of its representatives or agents not to, disclose to any person (a) that the Confidential Information has been made available to you or your representatives or agents, (b) that discussions are taking place concerning the Property, or (c) any terms or other facts with respect to the Property including the status thereof. Confidentiality Agreement – In Re: Tyrone A. Conard and Joyce L. Conard Case No. 14-10093-KHK
3. The Reviewer agrees not to communicate with any borrower, guarantor, indemnitor, or the accountant, attorney or representative of any of them, or their banks, investors, sources of funds or other entities relative to the Property, unless written permission has been obtained from the Seller. 4. In the event that the Reviewer or its representatives are requested or become legally compelled to disclose any of the Confidential Information or the fact that the Confidential Information has been made available to the Reviewer or that discussions or negotiations between the Reviewer and Seller are taking place, the Reviewer agrees to provide Seller with prompt written notice of such request so that Seller may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. 5. Upon the request of Seller, the Reviewer shall promptly deliver to Seller all Confidential Information furnished to the Reviewer, whether furnished before or after the date of this Agreement, without retaining copies thereof. The Reviewer shall destroy any compilations, studies, notes or other documents or records which contain or reflect Confidential Information relating to the Property. The obligations of confidentiality and secrecy contained in this Agreement shall continue to apply to the Reviewer and its Representatives and be binding and enforceable upon the Reviewer and its Representatives following the return to Seller of the Confidential Information. 6. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this agreement, and that Seller shall be entitled to equitable relief, including specific performance, injunctive relief, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available at law or in equity. If litigation should be necessary to enforce this Agreement, Seller shall be entitled to recover from the Reviewer all costs of such litigation, including reasonable attorneys’ fees, in addition to any other relief to which it is entitled. 7. The Reviewer shall indemnify and hold harmless Seller against any and all claims, damages, losses, liability or expenses, including reasonable attorneys’ fees that may result as a breach of this Agreement by the Reviewer, or its officers, directors, employees or representatives. 8. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia. In the event of a dispute that may arise under this Agreement, the Reviewer consents to US Bankruptcy Court, Eastern District of Virginia, Alexandria Division as the exclusive venue for the resolution of the dispute. 9. MOST OF THE INFORMATION PROVIDED TO THE REVIEWER HAS BEEN PROVIDED BY THE SELLER TO THE BROKER AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE BROKER. THE BROKER SELLER MAKES NO REPRESENTATION THAT THE INFORMATION PROVIDED IS COMPLETE OR ACCURATE AND SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PROPERTY. THE REVIEWER IS SOLELY RESPONSIBLE FOR CONDUCTING ITS OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE TO DETERMINE THE CONDITION OF THE PROPERTY AND ITS FITNESS AND SUITABILITY FOR A PARTICULAR PURPOSE PRIOR TO SUBMITTING ANY OFFER FOR THE PURCHASE OF ANY PROPERTY. Confidentiality Agreement – In Re: Tyrone A. Conard and Joyce L. Conard Case No. 14-10093-KHK
10. ALL PROPERTY IS OFFERED FOR SALE ON AN “AS-IS”, “WHERE IS”, AND “WITH ALL FAULTS” BASIS. THE SELLER DOES NOT AND WILL NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY, GUARANTY, OR REPRESENTATION CONCERNING ANY OF THE INFORMATION INCLUDED IN THE PROPERTY INFORMATION PACKAGES OR PROVIDED BY ANY AGENT OR BROKER OR OTHERWISE RELATED TO THE PROPERTY. ANY PROJECTIONS, OPINIONS, OR ASSUMPTIONS THAT MAY BE MADE BY SELLER, ITS AGENTS OR AFFILIATES REGARDING THE PROPERTY SHALL NOT BE RELIED UPON BY THE REVIEWER. Signatures Begin on the Following Page
Confidentiality Agreement – In Re: Tyrone A. Conard and Joyce L. Conard Case No. 14-10093-KHK
IN WITNESS WHEREOF, this Agreement has been executed effective as of , 2018. REVIEWER: Entity: , a
By: Name: Title: OR Individual:
Printed Name:
Primary Contact Information:
Address
City, State, Zip
Email
Phone
Fax
PLEASE NEATLY COMPLETE ALL CONTACT INFORMATION REQUESTED ABOVE. THE CONFIDENTIAL INFORMATION WILL BE SENT VIA EMAIL.
Confidentiality Agreement – In Re: Tyrone A. Conard and Joyce L. Conard Case No. 14-10093-KHK
Bankruptcy Court Sale Motion and Notice of Sale The following Bankruptcy Court documents detail the terms of the pending offer and how to submit a higher and better bid.
For more information, please contact Stephanie Young, Auction Markets, 571-481-1037 and [email protected]. Be sure to download the Auction Markets app on iTunes!
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Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 2282 703-770-9261 [email protected] Attorneys for Trustee
UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ************************************* In re: * * TYRONE A. CONARD, * JOYCE L. CONARD, * Debtor(s). * *************************************
Case No. 14-10093-KHK (Chapter 7)
TRUSTEE’S NOTICE OF INTENTION TO SELL PROPERTY NOTICE OF HEARING, AND NOTICE OF OPPORTUNITY TO OBJECT PLEASE TAKE NOTICE that Kevin R. McCarthy, Trustee has filed a Motion and intends to sell property of the estate pursuant to 11 U.S.C. § 363(b), Federal Rule of Bankruptcy Procedure 6004(a)-(b), the Court’s Order Approving Compromise entered on May 28, 2014 (D.E. 28) ("the Compromise Order"), the Court's Order Directing Debtor To Show Cause Why He Should Not Be Held In Civil Contempt For Failure To Obey Court Order, And Authorizing Trustee To Collect Commissions Directly From American Income Life Insurance Company entered on June 2, 2017 ("the Show Cause Order") (D.E. 48), and the Consent Order Finding Debtor In Civil Contempt And Authorizing Trustee To Collect Forty Percent Of Commissions Directly From American Income Life Insurance Company Beginning October 31, 2017 To Purge Contempt entered on June 27, 2017 (D.E. 52) (“the Civil Contempt Order”) as follows, subject to Court approval: PROPERTY FOR SALE: 40% of all commissions payable by American Income Life Insurance Company (which term shall include any successors, assigns, subsidiaries, or affiliates) post-petition (i.e., after January 28, 2014) to either Debtor or any business entity in which either Debtor has or had an ownership interest or management control including Conard Insurance Agency and Allcare Financial (together, “Conard”) (“the Property”). The Property also shall include commissions due and payable after April 1, 2018 even if already paid to the Trustee prior to closing. TYPE OF SALE: Private. PRIVATE SALE PRICE: $130,000, with a break-up fee of $13,000 subject to Court approval if the Property is sold to a higher bidder. The Asset Purchase Agreement is attached as Exhibit A to the Motion. APPRAISAL VALUE: Not available. The Trustee has marketed the Property (and will continue to market the Property until at least the expiration of the objection period) through his sales agent Auction Markets, LLC and has obtained an Agent’s
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Financial Analysis from American Income Life Insurance Company estimating a present value of the Property based on two sets of assumptions at either $142,561 or $275,293. The Property is a slowly diminishing asset because it is a right to collect insurance commissions over time based on insurance policies only so long as the policies remain in effect or are renewed. BUYER: West Coast Servicing, Inc. or its designated assignee. TIME AND PLACE OF SETTLEMENT: 15th day after Court approval or, if the Court orders that the 14-day stay period under Federal Rule of Bankruptcy Procedure 6004(h) for an order authorizing sale not apply, within 2 business days after Court approval of the Motion. Closing shall occur at the offices of the Trustee’s attorney. SALES AGENT: Auction Markets, LLC. COMPENSATION TO SALES AGENT: Ten percent (10%) of the sale price, plus marketing expenses not to exceed $500. LIENS: None. The Internal Revenue Service filed a secured claim for $11,802.22, which the Trustee previously paid in full as authorized by the Consent Order Re Debtor’s Motion For Early Distribution entered on September 9, 2014 (D.E. 40). DEBTORS’ EXEMPTIONS: None. TAX CONSEQUENCES TO ESTATE BY SALE: The Trustee estimates that the estate will incur a tax liability of approximately $33,000 in federal and state taxes from the sale. NET SALE PROCEEDS ESTIMATED TO BE PAID TO ESTATE: The Trustee estimates that net sale proceeds to the estate after payment of the sales agent’s commission and expenses and federal and state income taxes (and before payment of Trustee compensation and legal expenses, which will be applied for at a later date) will be approximately $83,500. APPLICABILITY OF 11 USC § 363(m) AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004(h). Entry of an Order granting the Trustee’s Motion will constitute a Court determination that the Buyer is a good faith purchaser and that the Order be immediately effective. HEARING: A hearing shall be held on the Trustee’s Motion at 9:30 a.m. on April 24, 2018 in Courtroom II of the U.S. Bankruptcy Court, which is located at 200 S. Washington Street, Alexandria, VA 22314-5405. YOUR RIGHTS MAY BE AFFECTED. You should read these papers carefully and discuss them with your attorney, if you have one in this bankruptcy case. (If you do not have an attorney, you may wish to consult one.) If you do not wish the court to grant the relief sought in the Motion, or if you want the court to consider your views on the Motion, then ON OR BEFORE APRIL 17, 2018 you or your attorney must do the following checked items: X File with the court, at the address shown below, a written response with supporting memorandum as required by Local Bankruptcy Rule 9013-1(H). Unless a written response and supporting memorandum are filed and served by the date specified, the Court may deem any opposition waived, treat the Motion as conceded, and issue an order granting the requested relief without further notice or hearing. If you mail your response to the court for filing, you must mail it early enough so the court will receive it on or before the date stated above. The address for the court is as follows:
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Clerk of the Court United States Bankruptcy Court 200 South Washington Street Alexandria, Virginia 22314 X You must also attend the hearing on the Motion scheduled to be held at 9:30 a.m. on April 24, 2018 in Courtroom II of the U.S. Bankruptcy Court, which is located at 200 S. Washington Street, Alexandria, VA 22314-5405. If you or your attorney do not take these steps, the court may decide that you do not oppose the relief sought in the Motion and may enter an order granting that relief. Date of Mailing: 3/30/18
Respectfully submitted,
/s/ Kevin R. McCarthy Kevin R. McCarthy, VSB 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 22182 (703) 770-9261 [email protected] Attorneys for Trustee
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Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 2282 703-770-9261 [email protected] Attorneys for Trustee
UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ************************************* In re: * * TYRONE A. CONARD, * JOYCE L. CONARD, * Debtor(s). * *************************************
Case No. 14-10093-KHK (Chapter 7)
TRUSTEE’S MOTION TO SELL PROPERTY OF THE ESTATE AND TO APPROVE ASSET PURCHASE AGREEMENT Kevin R. McCarthy, Trustee moves the Court for authorization to sell property of the estate pursuant to 11 U.S.C. § 363(b), Federal Rule of Bankruptcy Procedure 6004(a)-(b), the Court’s Order Approving Compromise entered on May 28, 2014 (D.E. 28) ("the Compromise Order"), the Court's Order Directing Debtor To Show Cause Why He Should Not Be Held In Civil Contempt For Failure To Obey Court Order, And Authorizing Trustee To Collect Commissions Directly From American Income Life Insurance Company entered on June 2, 2017 ("the Show Cause Order") (D.E. 48), and the Consent Order Finding Debtor In Civil Contempt And Authorizing Trustee To Collect Forty Percent Of Commissions Directly From American Income Life Insurance Company Beginning October 31, 2017 To Purge Contempt entered on June 27, 2017 (D.E. 52) (“the Civil Contempt Order”) on the terms and conditions set forth in his Notice Of Motion To Sell Property Of The Estate ("Sale Notice") filed simultaneously with this Motion, to approve the Asset Purchase Agreement ("APA") attached hereto, and to take any actions provided in the Sale Notice and APA without further Order of the Court, namely:
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PROPERTY FOR SALE: 40% of all commissions payable by American Income Life Insurance Company (which term shall include any successors, assigns, subsidiaries, or affiliates) post-petition (i.e., after January 28, 2014) to either Debtor or any business entity in which either Debtor has or had an ownership interest or management control including Conard Insurance Agency and Allcare Financial (together, “Conard”) (“the Property”). The Property also shall include commissions due and payable after April 1, 2018 even if already paid to the Trustee prior to closing. TYPE OF SALE: Private. PRIVATE SALE PRICE: $130,000, with a break-up fee of $13,000 subject to Court approval if the Property is sold to a higher bidder. The Asset Purchase Agreement is attached as Exhibit A to the Motion. APPRAISAL VALUE: Not available. The Trustee has marketed the Property (and will continue to market the Property until at least the expiration of the objection period) through his sales agent Auction Markets, LLC and has obtained an Agent’s Financial Analysis from American Income Life Insurance Company estimating a present value of the Property based on two sets of assumptions at either $142,561 or $275,293. The Property is a slowly diminishing asset because it is a right to collect insurance commissions over time based on insurance policies only so long as the policies remain in effect or are renewed. BUYER: West Coast Servicing, Inc. or its designated assignee. TIME AND PLACE OF SETTLEMENT: 15th day after Court approval or, if the Court orders that the 14-day stay period under Federal Rule of Bankruptcy Procedure 6004(h) for an order authorizing sale not apply, within 2 business days after Court approval of the Motion. Closing shall occur at the offices of the Trustee’s attorney. SALES AGENT: Auction Markets, LLC. COMPENSATION TO SALES AGENT: Ten percent (10%) of the sale price, plus marketing expenses not to exceed $500. LIENS: None. The Internal Revenue Service filed a secured claim for $11,802.22, which the Trustee previously paid in full as authorized by the Consent Order Re Debtor’s Motion For Early Distribution entered on September 9, 2014 (D.E. 40). DEBTORS’ EXEMPTIONS: None. TAX CONSEQUENCES TO ESTATE BY SALE: The Trustee estimates that the estate will incur a tax liability of approximately $33,000 in federal and state taxes from the sale. NET SALE PROCEEDS ESTIMATED TO BE PAID TO ESTATE: The Trustee estimates that net sale proceeds to the estate after payment of the sales agent’s commission and expenses and federal and state income taxes (and before payment of Trustee compensation and legal expenses, which will be applied for at a later date) will be approximately $83,500. APPLICABILITY OF 11 USC § 363(m) AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004(h). Entry of an Order granting the Trustee’s Motion will constitute a Court determination that the Buyer is a good faith purchaser and that the Order be immediately effective.
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Wherefore, the Trustee requests the Court to enter the attached proposed Order. Respectfully submitted,
/s/ Kevin R. McCarthy Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 22181 (703) 770-770-9261 [email protected] Attorneys for Trustee CERTIFICATE OF SERVICE I hereby certify that on the 30th day of March, 2018 I served a copy of the foregoing, including the attached proposed Order, through the court’s ecf system on all registered ecf participants who have appeared in this case, and by mail to: American Income Life Insurance Company Attention: Roger Smith, CEO, AIL Agency Division 1200 Wooded Acres Dr. Waco, Texas, TX 76710 American Income Life Insurance Company Attention: Steven K. Greer, President, AIL Agency Division 1200 Wooded Acres Dr. Waco, Texas, TX 76710
/s/ Kevin R. McCarthy Kevin R. McCarthy
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Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 2282 703-770-9261 [email protected] Attorneys for Trustee
UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ************************************* In re: * * TYRONE A. CONARD, * JOYCE L. CONARD, * Debtor(s). * *************************************
Case No. 14-10093-KHK (Chapter 7)
ORDER GRANTING TRUSTEE’S MOTION TO SELL PROPERTY OF THE ESTATE AND TO APPROVE ASSET PURCHASE AGREEMENT Upon Consideration of the Trustee’s Motion To Sell Property Of The Estate And To Approve Asset Purchase Agreement (“Motion”), and any response, it is ORDERED, that the Motion be, and hereby is, GRANTED, and the Trustee is authorized to sell property of the pursuant to 11 U.S.C. § 363(b), Federal Rule of Bankruptcy Procedure 6004(a)-(b), the Court’s Order Approving Compromise entered on May 28, 2014 (D.E. 28) ("the Compromise Order"), the Court's Order Directing Debtor To Show Cause Why He Should Not Be Held In Civil Contempt For Failure To Obey Court Order, And Authorizing Trustee To Collect Commissions Directly From American Income Life Insurance Company entered on June 2, 2017 ("the Show Cause Order") (D.E. 48), and the Consent Order Finding Debtor In Civil Contempt And Authorizing Trustee To Collect Forty Percent Of Commissions Directly From American Income Life Insurance Company Beginning October 31, 2017 To Purge Contempt entered on June 27, 2017 (D.E. 52) (“the Civil Contempt Order”) on the terms and conditions set forth in his Notice Of Motion To Sell Property Of The Estate ("Sale Notice") filed
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simultaneously with the Motion, and set forth in the Asset Purchase Agreement ("APA") attached to the Motion, which APA is hereby approved, and to take any actions provided in the Sale Notice and APA without further Order of the Court, namely: PROPERTY FOR SALE: 40% of all commissions payable by American Income Life Insurance Company (which term shall include any successors, assigns, subsidiaries, or affiliates) post-petition (i.e., after January 28, 2014) to either Debtor or any business entity in which either Debtor has or had an ownership interest or management control including Conard Insurance Agency and Allcare Financial (together, “Conard”) (“the Property”). The Property also shall include commissions due and payable after April 1, 2018 even if already paid to the Trustee prior to closing. TYPE OF SALE: Private. PRIVATE SALE PRICE: $130,000, with a break-up fee of $13,000 subject to Court approval if the Property is sold to a higher bidder. The Asset Purchase Agreement is attached as Exhibit A to the Motion. APPRAISAL VALUE: Not available. The Trustee has marketed the Property (and will continue to market the Property until at least the expiration of the objection period) through his sales agent Auction Markets, LLC and has obtained an Agent’s Financial Analysis from American Income Life Insurance Company estimating a present value of the Property based on two sets of assumptions at either $142,561 or $275,293. The Property is a slowly diminishing asset because it is a right to collect insurance commissions over time based on insurance policies only so long as the policies remain in effect or are renewed. BUYER: West Coast Servicing, Inc. or its designated assignee. TIME AND PLACE OF SETTLEMENT: 15th day after Court approval or, if the Court orders that the 14-day stay period under Federal Rule of Bankruptcy Procedure 6004(h) for an order authorizing sale not apply, within 2 business days after Court approval of the Motion. Closing shall occur at the offices of the Trustee’s attorney. SALES AGENT: Auction Markets, LLC. COMPENSATION TO SALES AGENT: Ten percent (10%) of the sale price, plus marketing expenses not to exceed $500. LIENS: None. The Internal Revenue Service filed a secured claim for $11,802.22, which the Trustee previously paid in full as authorized by the Consent Order Re Debtor’s Motion For Early Distribution entered on September 9, 2014 (D.E. 40). DEBTORS’ EXEMPTIONS: None. TAX CONSEQUENCES TO ESTATE BY SALE: The Trustee estimates that the estate will incur a tax liability of approximately $33,000 in federal and state taxes from the sale. NET SALE PROCEEDS ESTIMATED TO BE PAID TO ESTATE: The Trustee estimates that net sale proceeds to the estate after payment of the sales agent’s commission and expenses and federal and state income taxes (and before payment of Trustee compensation and legal expenses, which will be applied for at a later date) will be approximately $83,500. APPLICABILITY OF 11 USC § 363(m) AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004(h). Entry of an Order granting the Trustee’s Motion will constitute a Court determination that the Buyer is a good faith purchaser and that the Order be immediately effective. 2
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AND IT IS FURTHER ORDERED, that Buyer is authorized collect directly from American Income Life Insurance Company (which term shall include any successors, assigns, subsidiaries, or affiliates) 40% of all commissions payable post-petition (i.e., after January 28, 2014) to either Debtor or any business entity in which either Debtor has or had an ownership interest or management control including Conard Insurance Agency and Allcare Financial (together, “Conard”); and it is further ORDERED, that American Income Life Insurance Company (as defined above) is authorized to pay to the Buyer directly, instead of to Conard (as defined above), 40% of all commissions payable post-petition (i.e., after January 28, 2014) to Conard (as defined above); and it is further ORDERED, that the Court shall retain jurisdiction to take any actions reasonably necessary to implement sale of the Property.
Date: Klinette H. Kindred U.S. Bankruptcy Judge I ask for this:
/s/ Kevin R. McCarthy Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 1751 Pinnacle Drive – Suite 1115 McLean, VA 22102 703-770-9261 [email protected] Attorneys for Trustee
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Local Rule 9022-1(C) Certification The foregoing Order was endorsed by all necessary parties or served upon all necessary parties as indicated in the Certificate of Service attached to the Motion, pursuant to Local Rule 9022-1(C). /s/ Kevin R. McCarthy Kevin R. McCarthy PARTIES TO RECEIVE COPIES all registered ECF participants who have appeared in this case American Income Life Insurance Company Attention: Roger Smith, CEO, AIL Agency Division 1200 Wooded Acres Dr. Waco, Texas, TX 76710 American Income Life Insurance Company Attention: Steven K. Greer, President, AIL Agency Division 1200 Wooded Acres Dr. Waco, Texas, TX 76710
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Passive Income Stream Generated by Insurance Policy Commissions
UNDER CONTRACT - SUBJECT TO BANKRUPTCY COURT APPROVAL - Sale Hearing Scheduled for April 24, 2018 at 9:30am - On behalf of a Chapter 7 Trustee, Auction Markets is selling the Trustee’s rights to a Debtor’s commission income stream supported by a portfolio of life insurance policies. On average, the Trustee is receiving approximately $4,000 per month directly from the life insurance company. The payments are being made pursuant to a Consent Order entered by the US Bankruptcy Court on June 27, 2017. The income stream is projected to last another 7 to 10 years. To receive a copy of the payment history, please sign and return the Confidentiality Agreement found in the Property Information Package available at RealtyMarkets.com. The pending offer is for $130,000. The next acceptable bid must be at least $145,000, subject to final approval from the US Bankruptcy Court. The hearing to approve the pending offer is scheduled for Tuesday, April 24, 2018 at 9:30am at the US Bankruptcy Court, Courtroom II, 200 S. Washington Street, Alexandria, VA 22314. For instructions on how to submit a higher and better bid, please read the Trustee’s Notice of Intention to Sell Property, Notice of Hearing, and Notice of Opportunity to Object found at RealtyMarkets.com and available on the US Bankruptcy Court docket for the Eastern District of Virginia, Alexandria Division, Case No. 14-10093-KHK. Details about the pending offer may also be downloaded at RealtyMarkets.com. All sales are subject to US Bankruptcy Court approval.
For more information, please visit www.RealtyMarkets.com or contact Stephanie Young, Auction Markets, LLC at 571-223-9775 and [email protected] or Stephen Karbelk, CEO, Auction Markets, 571-481-1037 or [email protected]. Please visit www.RealtyMarkets.com for the terms and conditions.
Confidentiality Agreement
To obtain a copy of the historical insurance commission payments and additional financial details, please sign and return the Confidentiality Agreement to [email protected]
For more information, please contact Stephanie Young, Auction Markets, 571-481-1037 and [email protected]. Be sure to download the Auction Markets app on iTunes!
In order to receive the confidential information, please neatly complete the following agreement and return it to Stephen Karbelk ([email protected])
CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of the date hereinafter set forth by Kevin R. McCarthy, Chapter 7 Trustee In Re Tyrone A. Conard and Joyce L. Conard, Case No 14-10093-KHK, US Bankruptcy Court, Eastern District of Virginia, Alexandria Division (herein, “Seller”) and the person(s) designated as the Reviewer on the signature page hereof (the “Reviewer”). WHEREAS, the Seller is soliciting bidders to purchase the Trustee’s rights and interest in a passive income stream supporting by recurring commissions due from the sale of life insurance policies. (the “Property”); and WHEREAS, the Reviewer has requested confidential information about the Property; and as a condition to furnishing the Reviewer with such requested information, Seller requires that the Reviewer agree to treat such information as confidential as set forth in detail below. In consideration of the foregoing, the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. All information furnished by Seller or any of his representatives or agents (collectively, the “Confidential Information”) to the Reviewer or its directors, officers or employees, or outside attorneys, accountants or financial advisors (collectively, “Representatives”) shall not be used for any purpose that is without consent by Seller. The term “Confidential Information” shall be deemed also to include all cash flow information, analyses, compilations, modeling, studies or other documents prepared by the Reviewer or its representatives containing or based in whole or in part on any information furnished by Seller or any of its representatives or agents. Confidential Information may be disclosed only to those who sign their own confidentiality agreement furnished by the Reviewer, and who in the Reviewer’s considered judgment, need to know such information for the purpose of marketing the Property. The Reviewer shall direct all of its representatives to keep all such information in the strictest confidence. Any disclosure by a representative shall be deemed made by, and be the responsibility of, the Reviewer. 2. In addition, without the prior written consent of the Seller, the Reviewer will not, and will direct any of its representatives or agents not to, disclose to any person (a) that the Confidential Information has been made available to you or your representatives or agents, (b) that discussions are taking place concerning the Property, or (c) any terms or other facts with respect to the Property including the status thereof. Confidentiality Agreement – In Re: Tyrone A. Conard and Joyce L. Conard Case No. 14-10093-KHK
3. The Reviewer agrees not to communicate with any borrower, guarantor, indemnitor, or the accountant, attorney or representative of any of them, or their banks, investors, sources of funds or other entities relative to the Property, unless written permission has been obtained from the Seller. 4. In the event that the Reviewer or its representatives are requested or become legally compelled to disclose any of the Confidential Information or the fact that the Confidential Information has been made available to the Reviewer or that discussions or negotiations between the Reviewer and Seller are taking place, the Reviewer agrees to provide Seller with prompt written notice of such request so that Seller may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. 5. Upon the request of Seller, the Reviewer shall promptly deliver to Seller all Confidential Information furnished to the Reviewer, whether furnished before or after the date of this Agreement, without retaining copies thereof. The Reviewer shall destroy any compilations, studies, notes or other documents or records which contain or reflect Confidential Information relating to the Property. The obligations of confidentiality and secrecy contained in this Agreement shall continue to apply to the Reviewer and its Representatives and be binding and enforceable upon the Reviewer and its Representatives following the return to Seller of the Confidential Information. 6. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this agreement, and that Seller shall be entitled to equitable relief, including specific performance, injunctive relief, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available at law or in equity. If litigation should be necessary to enforce this Agreement, Seller shall be entitled to recover from the Reviewer all costs of such litigation, including reasonable attorneys’ fees, in addition to any other relief to which it is entitled. 7. The Reviewer shall indemnify and hold harmless Seller against any and all claims, damages, losses, liability or expenses, including reasonable attorneys’ fees that may result as a breach of this Agreement by the Reviewer, or its officers, directors, employees or representatives. 8. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia. In the event of a dispute that may arise under this Agreement, the Reviewer consents to US Bankruptcy Court, Eastern District of Virginia, Alexandria Division as the exclusive venue for the resolution of the dispute. 9. MOST OF THE INFORMATION PROVIDED TO THE REVIEWER HAS BEEN PROVIDED BY THE SELLER TO THE BROKER AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE BROKER. THE BROKER SELLER MAKES NO REPRESENTATION THAT THE INFORMATION PROVIDED IS COMPLETE OR ACCURATE AND SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PROPERTY. THE REVIEWER IS SOLELY RESPONSIBLE FOR CONDUCTING ITS OWN INVESTIGATIONS, INSPECTIONS AND DUE DILIGENCE TO DETERMINE THE CONDITION OF THE PROPERTY AND ITS FITNESS AND SUITABILITY FOR A PARTICULAR PURPOSE PRIOR TO SUBMITTING ANY OFFER FOR THE PURCHASE OF ANY PROPERTY. Confidentiality Agreement – In Re: Tyrone A. Conard and Joyce L. Conard Case No. 14-10093-KHK
10. ALL PROPERTY IS OFFERED FOR SALE ON AN “AS-IS”, “WHERE IS”, AND “WITH ALL FAULTS” BASIS. THE SELLER DOES NOT AND WILL NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY, GUARANTY, OR REPRESENTATION CONCERNING ANY OF THE INFORMATION INCLUDED IN THE PROPERTY INFORMATION PACKAGES OR PROVIDED BY ANY AGENT OR BROKER OR OTHERWISE RELATED TO THE PROPERTY. ANY PROJECTIONS, OPINIONS, OR ASSUMPTIONS THAT MAY BE MADE BY SELLER, ITS AGENTS OR AFFILIATES REGARDING THE PROPERTY SHALL NOT BE RELIED UPON BY THE REVIEWER. Signatures Begin on the Following Page
Confidentiality Agreement – In Re: Tyrone A. Conard and Joyce L. Conard Case No. 14-10093-KHK
IN WITNESS WHEREOF, this Agreement has been executed effective as of , 2018. REVIEWER: Entity: , a
By: Name: Title: OR Individual:
Printed Name:
Primary Contact Information:
Address
City, State, Zip
Phone
Fax
PLEASE NEATLY COMPLETE ALL CONTACT INFORMATION REQUESTED ABOVE. THE CONFIDENTIAL INFORMATION WILL BE SENT VIA EMAIL.
Confidentiality Agreement – In Re: Tyrone A. Conard and Joyce L. Conard Case No. 14-10093-KHK
Bankruptcy Court Sale Motion and Notice of Sale The following Bankruptcy Court documents detail the terms of the pending offer and how to submit a higher and better bid.
For more information, please contact Stephanie Young, Auction Markets, 571-481-1037 and [email protected]. Be sure to download the Auction Markets app on iTunes!
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Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 2282 703-770-9261 [email protected] Attorneys for Trustee
UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ************************************* In re: * * TYRONE A. CONARD, * JOYCE L. CONARD, * Debtor(s). * *************************************
Case No. 14-10093-KHK (Chapter 7)
TRUSTEE’S NOTICE OF INTENTION TO SELL PROPERTY NOTICE OF HEARING, AND NOTICE OF OPPORTUNITY TO OBJECT PLEASE TAKE NOTICE that Kevin R. McCarthy, Trustee has filed a Motion and intends to sell property of the estate pursuant to 11 U.S.C. § 363(b), Federal Rule of Bankruptcy Procedure 6004(a)-(b), the Court’s Order Approving Compromise entered on May 28, 2014 (D.E. 28) ("the Compromise Order"), the Court's Order Directing Debtor To Show Cause Why He Should Not Be Held In Civil Contempt For Failure To Obey Court Order, And Authorizing Trustee To Collect Commissions Directly From American Income Life Insurance Company entered on June 2, 2017 ("the Show Cause Order") (D.E. 48), and the Consent Order Finding Debtor In Civil Contempt And Authorizing Trustee To Collect Forty Percent Of Commissions Directly From American Income Life Insurance Company Beginning October 31, 2017 To Purge Contempt entered on June 27, 2017 (D.E. 52) (“the Civil Contempt Order”) as follows, subject to Court approval: PROPERTY FOR SALE: 40% of all commissions payable by American Income Life Insurance Company (which term shall include any successors, assigns, subsidiaries, or affiliates) post-petition (i.e., after January 28, 2014) to either Debtor or any business entity in which either Debtor has or had an ownership interest or management control including Conard Insurance Agency and Allcare Financial (together, “Conard”) (“the Property”). The Property also shall include commissions due and payable after April 1, 2018 even if already paid to the Trustee prior to closing. TYPE OF SALE: Private. PRIVATE SALE PRICE: $130,000, with a break-up fee of $13,000 subject to Court approval if the Property is sold to a higher bidder. The Asset Purchase Agreement is attached as Exhibit A to the Motion. APPRAISAL VALUE: Not available. The Trustee has marketed the Property (and will continue to market the Property until at least the expiration of the objection period) through his sales agent Auction Markets, LLC and has obtained an Agent’s
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Financial Analysis from American Income Life Insurance Company estimating a present value of the Property based on two sets of assumptions at either $142,561 or $275,293. The Property is a slowly diminishing asset because it is a right to collect insurance commissions over time based on insurance policies only so long as the policies remain in effect or are renewed. BUYER: West Coast Servicing, Inc. or its designated assignee. TIME AND PLACE OF SETTLEMENT: 15th day after Court approval or, if the Court orders that the 14-day stay period under Federal Rule of Bankruptcy Procedure 6004(h) for an order authorizing sale not apply, within 2 business days after Court approval of the Motion. Closing shall occur at the offices of the Trustee’s attorney. SALES AGENT: Auction Markets, LLC. COMPENSATION TO SALES AGENT: Ten percent (10%) of the sale price, plus marketing expenses not to exceed $500. LIENS: None. The Internal Revenue Service filed a secured claim for $11,802.22, which the Trustee previously paid in full as authorized by the Consent Order Re Debtor’s Motion For Early Distribution entered on September 9, 2014 (D.E. 40). DEBTORS’ EXEMPTIONS: None. TAX CONSEQUENCES TO ESTATE BY SALE: The Trustee estimates that the estate will incur a tax liability of approximately $33,000 in federal and state taxes from the sale. NET SALE PROCEEDS ESTIMATED TO BE PAID TO ESTATE: The Trustee estimates that net sale proceeds to the estate after payment of the sales agent’s commission and expenses and federal and state income taxes (and before payment of Trustee compensation and legal expenses, which will be applied for at a later date) will be approximately $83,500. APPLICABILITY OF 11 USC § 363(m) AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004(h). Entry of an Order granting the Trustee’s Motion will constitute a Court determination that the Buyer is a good faith purchaser and that the Order be immediately effective. HEARING: A hearing shall be held on the Trustee’s Motion at 9:30 a.m. on April 24, 2018 in Courtroom II of the U.S. Bankruptcy Court, which is located at 200 S. Washington Street, Alexandria, VA 22314-5405. YOUR RIGHTS MAY BE AFFECTED. You should read these papers carefully and discuss them with your attorney, if you have one in this bankruptcy case. (If you do not have an attorney, you may wish to consult one.) If you do not wish the court to grant the relief sought in the Motion, or if you want the court to consider your views on the Motion, then ON OR BEFORE APRIL 17, 2018 you or your attorney must do the following checked items: X File with the court, at the address shown below, a written response with supporting memorandum as required by Local Bankruptcy Rule 9013-1(H). Unless a written response and supporting memorandum are filed and served by the date specified, the Court may deem any opposition waived, treat the Motion as conceded, and issue an order granting the requested relief without further notice or hearing. If you mail your response to the court for filing, you must mail it early enough so the court will receive it on or before the date stated above. The address for the court is as follows:
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Clerk of the Court United States Bankruptcy Court 200 South Washington Street Alexandria, Virginia 22314 X You must also attend the hearing on the Motion scheduled to be held at 9:30 a.m. on April 24, 2018 in Courtroom II of the U.S. Bankruptcy Court, which is located at 200 S. Washington Street, Alexandria, VA 22314-5405. If you or your attorney do not take these steps, the court may decide that you do not oppose the relief sought in the Motion and may enter an order granting that relief. Date of Mailing: 3/30/18
Respectfully submitted,
/s/ Kevin R. McCarthy Kevin R. McCarthy, VSB 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 22182 (703) 770-9261 [email protected] Attorneys for Trustee
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Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 2282 703-770-9261 [email protected] Attorneys for Trustee
UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ************************************* In re: * * TYRONE A. CONARD, * JOYCE L. CONARD, * Debtor(s). * *************************************
Case No. 14-10093-KHK (Chapter 7)
TRUSTEE’S MOTION TO SELL PROPERTY OF THE ESTATE AND TO APPROVE ASSET PURCHASE AGREEMENT Kevin R. McCarthy, Trustee moves the Court for authorization to sell property of the estate pursuant to 11 U.S.C. § 363(b), Federal Rule of Bankruptcy Procedure 6004(a)-(b), the Court’s Order Approving Compromise entered on May 28, 2014 (D.E. 28) ("the Compromise Order"), the Court's Order Directing Debtor To Show Cause Why He Should Not Be Held In Civil Contempt For Failure To Obey Court Order, And Authorizing Trustee To Collect Commissions Directly From American Income Life Insurance Company entered on June 2, 2017 ("the Show Cause Order") (D.E. 48), and the Consent Order Finding Debtor In Civil Contempt And Authorizing Trustee To Collect Forty Percent Of Commissions Directly From American Income Life Insurance Company Beginning October 31, 2017 To Purge Contempt entered on June 27, 2017 (D.E. 52) (“the Civil Contempt Order”) on the terms and conditions set forth in his Notice Of Motion To Sell Property Of The Estate ("Sale Notice") filed simultaneously with this Motion, to approve the Asset Purchase Agreement ("APA") attached hereto, and to take any actions provided in the Sale Notice and APA without further Order of the Court, namely:
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PROPERTY FOR SALE: 40% of all commissions payable by American Income Life Insurance Company (which term shall include any successors, assigns, subsidiaries, or affiliates) post-petition (i.e., after January 28, 2014) to either Debtor or any business entity in which either Debtor has or had an ownership interest or management control including Conard Insurance Agency and Allcare Financial (together, “Conard”) (“the Property”). The Property also shall include commissions due and payable after April 1, 2018 even if already paid to the Trustee prior to closing. TYPE OF SALE: Private. PRIVATE SALE PRICE: $130,000, with a break-up fee of $13,000 subject to Court approval if the Property is sold to a higher bidder. The Asset Purchase Agreement is attached as Exhibit A to the Motion. APPRAISAL VALUE: Not available. The Trustee has marketed the Property (and will continue to market the Property until at least the expiration of the objection period) through his sales agent Auction Markets, LLC and has obtained an Agent’s Financial Analysis from American Income Life Insurance Company estimating a present value of the Property based on two sets of assumptions at either $142,561 or $275,293. The Property is a slowly diminishing asset because it is a right to collect insurance commissions over time based on insurance policies only so long as the policies remain in effect or are renewed. BUYER: West Coast Servicing, Inc. or its designated assignee. TIME AND PLACE OF SETTLEMENT: 15th day after Court approval or, if the Court orders that the 14-day stay period under Federal Rule of Bankruptcy Procedure 6004(h) for an order authorizing sale not apply, within 2 business days after Court approval of the Motion. Closing shall occur at the offices of the Trustee’s attorney. SALES AGENT: Auction Markets, LLC. COMPENSATION TO SALES AGENT: Ten percent (10%) of the sale price, plus marketing expenses not to exceed $500. LIENS: None. The Internal Revenue Service filed a secured claim for $11,802.22, which the Trustee previously paid in full as authorized by the Consent Order Re Debtor’s Motion For Early Distribution entered on September 9, 2014 (D.E. 40). DEBTORS’ EXEMPTIONS: None. TAX CONSEQUENCES TO ESTATE BY SALE: The Trustee estimates that the estate will incur a tax liability of approximately $33,000 in federal and state taxes from the sale. NET SALE PROCEEDS ESTIMATED TO BE PAID TO ESTATE: The Trustee estimates that net sale proceeds to the estate after payment of the sales agent’s commission and expenses and federal and state income taxes (and before payment of Trustee compensation and legal expenses, which will be applied for at a later date) will be approximately $83,500. APPLICABILITY OF 11 USC § 363(m) AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004(h). Entry of an Order granting the Trustee’s Motion will constitute a Court determination that the Buyer is a good faith purchaser and that the Order be immediately effective.
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Wherefore, the Trustee requests the Court to enter the attached proposed Order. Respectfully submitted,
/s/ Kevin R. McCarthy Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 22181 (703) 770-770-9261 [email protected] Attorneys for Trustee CERTIFICATE OF SERVICE I hereby certify that on the 30th day of March, 2018 I served a copy of the foregoing, including the attached proposed Order, through the court’s ecf system on all registered ecf participants who have appeared in this case, and by mail to: American Income Life Insurance Company Attention: Roger Smith, CEO, AIL Agency Division 1200 Wooded Acres Dr. Waco, Texas, TX 76710 American Income Life Insurance Company Attention: Steven K. Greer, President, AIL Agency Division 1200 Wooded Acres Dr. Waco, Texas, TX 76710
/s/ Kevin R. McCarthy Kevin R. McCarthy
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Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 8508 Rehoboth Court Vienna, VA 2282 703-770-9261 [email protected] Attorneys for Trustee
UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division ************************************* In re: * * TYRONE A. CONARD, * JOYCE L. CONARD, * Debtor(s). * *************************************
Case No. 14-10093-KHK (Chapter 7)
ORDER GRANTING TRUSTEE’S MOTION TO SELL PROPERTY OF THE ESTATE AND TO APPROVE ASSET PURCHASE AGREEMENT Upon Consideration of the Trustee’s Motion To Sell Property Of The Estate And To Approve Asset Purchase Agreement (“Motion”), and any response, it is ORDERED, that the Motion be, and hereby is, GRANTED, and the Trustee is authorized to sell property of the pursuant to 11 U.S.C. § 363(b), Federal Rule of Bankruptcy Procedure 6004(a)-(b), the Court’s Order Approving Compromise entered on May 28, 2014 (D.E. 28) ("the Compromise Order"), the Court's Order Directing Debtor To Show Cause Why He Should Not Be Held In Civil Contempt For Failure To Obey Court Order, And Authorizing Trustee To Collect Commissions Directly From American Income Life Insurance Company entered on June 2, 2017 ("the Show Cause Order") (D.E. 48), and the Consent Order Finding Debtor In Civil Contempt And Authorizing Trustee To Collect Forty Percent Of Commissions Directly From American Income Life Insurance Company Beginning October 31, 2017 To Purge Contempt entered on June 27, 2017 (D.E. 52) (“the Civil Contempt Order”) on the terms and conditions set forth in his Notice Of Motion To Sell Property Of The Estate ("Sale Notice") filed
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simultaneously with the Motion, and set forth in the Asset Purchase Agreement ("APA") attached to the Motion, which APA is hereby approved, and to take any actions provided in the Sale Notice and APA without further Order of the Court, namely: PROPERTY FOR SALE: 40% of all commissions payable by American Income Life Insurance Company (which term shall include any successors, assigns, subsidiaries, or affiliates) post-petition (i.e., after January 28, 2014) to either Debtor or any business entity in which either Debtor has or had an ownership interest or management control including Conard Insurance Agency and Allcare Financial (together, “Conard”) (“the Property”). The Property also shall include commissions due and payable after April 1, 2018 even if already paid to the Trustee prior to closing. TYPE OF SALE: Private. PRIVATE SALE PRICE: $130,000, with a break-up fee of $13,000 subject to Court approval if the Property is sold to a higher bidder. The Asset Purchase Agreement is attached as Exhibit A to the Motion. APPRAISAL VALUE: Not available. The Trustee has marketed the Property (and will continue to market the Property until at least the expiration of the objection period) through his sales agent Auction Markets, LLC and has obtained an Agent’s Financial Analysis from American Income Life Insurance Company estimating a present value of the Property based on two sets of assumptions at either $142,561 or $275,293. The Property is a slowly diminishing asset because it is a right to collect insurance commissions over time based on insurance policies only so long as the policies remain in effect or are renewed. BUYER: West Coast Servicing, Inc. or its designated assignee. TIME AND PLACE OF SETTLEMENT: 15th day after Court approval or, if the Court orders that the 14-day stay period under Federal Rule of Bankruptcy Procedure 6004(h) for an order authorizing sale not apply, within 2 business days after Court approval of the Motion. Closing shall occur at the offices of the Trustee’s attorney. SALES AGENT: Auction Markets, LLC. COMPENSATION TO SALES AGENT: Ten percent (10%) of the sale price, plus marketing expenses not to exceed $500. LIENS: None. The Internal Revenue Service filed a secured claim for $11,802.22, which the Trustee previously paid in full as authorized by the Consent Order Re Debtor’s Motion For Early Distribution entered on September 9, 2014 (D.E. 40). DEBTORS’ EXEMPTIONS: None. TAX CONSEQUENCES TO ESTATE BY SALE: The Trustee estimates that the estate will incur a tax liability of approximately $33,000 in federal and state taxes from the sale. NET SALE PROCEEDS ESTIMATED TO BE PAID TO ESTATE: The Trustee estimates that net sale proceeds to the estate after payment of the sales agent’s commission and expenses and federal and state income taxes (and before payment of Trustee compensation and legal expenses, which will be applied for at a later date) will be approximately $83,500. APPLICABILITY OF 11 USC § 363(m) AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004(h). Entry of an Order granting the Trustee’s Motion will constitute a Court determination that the Buyer is a good faith purchaser and that the Order be immediately effective. 2
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AND IT IS FURTHER ORDERED, that Buyer is authorized collect directly from American Income Life Insurance Company (which term shall include any successors, assigns, subsidiaries, or affiliates) 40% of all commissions payable post-petition (i.e., after January 28, 2014) to either Debtor or any business entity in which either Debtor has or had an ownership interest or management control including Conard Insurance Agency and Allcare Financial (together, “Conard”); and it is further ORDERED, that American Income Life Insurance Company (as defined above) is authorized to pay to the Buyer directly, instead of to Conard (as defined above), 40% of all commissions payable post-petition (i.e., after January 28, 2014) to Conard (as defined above); and it is further ORDERED, that the Court shall retain jurisdiction to take any actions reasonably necessary to implement sale of the Property.
Date: Klinette H. Kindred U.S. Bankruptcy Judge I ask for this:
/s/ Kevin R. McCarthy Kevin R. McCarthy, VSB No. 14273 McCarthy & White, PLLC 1751 Pinnacle Drive – Suite 1115 McLean, VA 22102 703-770-9261 [email protected] Attorneys for Trustee
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Local Rule 9022-1(C) Certification The foregoing Order was endorsed by all necessary parties or served upon all necessary parties as indicated in the Certificate of Service attached to the Motion, pursuant to Local Rule 9022-1(C). /s/ Kevin R. McCarthy Kevin R. McCarthy PARTIES TO RECEIVE COPIES all registered ECF participants who have appeared in this case American Income Life Insurance Company Attention: Roger Smith, CEO, AIL Agency Division 1200 Wooded Acres Dr. Waco, Texas, TX 76710 American Income Life Insurance Company Attention: Steven K. Greer, President, AIL Agency Division 1200 Wooded Acres Dr. Waco, Texas, TX 76710
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