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Business Opportunity: Specialized Gorgeous Bridal Shop for Sale

February 5, 2019

GLITTER GRIT 7fadb36251e39302b121abe608da4b41

Sales:  $450,000/year Product Inventory:  $400,000

Asking Price: $460,000

See teaser here:

Listing Summary – Ver 3.0

BUSINESS FOR SALE 

 The business is a bridal shop specializing in unique and non-traditional wedding gowns from small and independent designers. Its products are favored by fashion-conscious brides that are looking for something exclusive and avant-garde. As part of the store’s offerings, the bride can complete her individual look with handpicked accessories specifically created to compliment and highlight her particular dress. The store also extends its offering of wedding gowns and accessories with a selection of other high-end and elegant dresses that are specifically designed and styled for special occasions. 

REASON FOR SELLING 

The owner wants to relocate to Ireland with her husband. However, she is willing to stay as long as necessary to train the buyer and ensure a smooth transition. The owner is also willing to sign a non-compete agreement. 

GROWTH POTENTIAL 

The new owner can easily grow the business by adding products and services specifically related to wedding gowns, and more broadly to the wedding event in general. Examples of products and services that could be sold by leveraging the original wedding gown sale are: (1) wedding shoes; (2) alterations; and, (3) wedding dress cleaning and preservation. Examples of products and services that could be sold by being embedded in the wedding event and process are: (1) bridesmaid dresses; (2) bridesmaid gifts; (3) swimsuits and resort wear; (4) silk robes and lingerie. 

IDEAL BUYER 

The ideal buyer for this business has some of the following characteristics: (1) a passion for this unique type of business, its industry, and its customers; (2) comfortable managing and motivating employees to deal with customers receiving a very personalized service; and, (3) at least $25,000 or more in liquid capital. 

FOR MORE INFORMATION 

PLEASE CONTACT 

Please Note: Before any additional information is provided, interested parties will have to execute a Non-Disclosure Agreement and provide proof of funds. 

SAL ACOSTA, BSEE, MBA · Partner, Cell Phone: 484-358-9470

Email: SAL459@Yahoo.com

http://www.LandonAndAcosta.com

Serving: Eastern OH, Western PA, Northern WV

GLITTER GRIT 7fadb36251e39302b121abe608da4b41

3d Cir. EFH Decision Affirms Disallowance of $275M Break-Up Fee

January 30, 2019

Date Created: Wed, 2019-01-23 14:18

1

Published by the ABI Business Reorganization Committee

As transactional business attorneys, we strive to craft documents that are bullet-proof, covering every what-if scenario should a deal fall apart. We hope that the agreements we draft will result in a fair and just consequence for all parties to the bargain.

On Sept. 13, 2018, the U.S. Court of Appeals for the Third Circuit issued its opinion in Energy Future Holdings Corp., et al. (Appellee) v. NextEra Energy Inc. (NextEra) (Appellant),[1] affirming the U.S. Bankruptcy Court for the District of Delaware’s decision[2] in the In re Energy Future Holdings Corp., et al., (EFH) (debtors) chapter 11 bankruptcy cases, striking a $275 million break-up fee (termination fee). What practical tips can we learn from this case?

The debtors owned an 88 percent economic interest in the rate-regulated business of Oncor Electric Delivery Co. LLC (Oncor), the largest electricity transmission and distribution system in Texas.[3] On July 29, 2016, the debtors entered into an Agreement and Plan of Merger (Agreement) with NextEra, pursuant to which NextEra would acquire the debtors’ interest in Oncor.[4] The Agreement provided that, but for certain exceptions, the debtors must pay a $275 million termination fee to NextEra if the debtors terminated the Agreement.[5] The debtors would not have to pay the termination fee if they could not get regulatory approval by the Public Utility Commission of Texas (PUCT) and NextEra (not the debtors), then terminated the agreement.[6] If the PUCT did not approve and the debtors then terminated the Agreement, then the break-up fee was to be due and payable to NextEra.[7]

While PUCT regulatory approval was a condition to the merger, the Agreement did not set a date by when such approval was required and did not contemplate the scenario in which the merger would dissolve automatically because the third-party PUCT approval was not obtained.[8] In the face of regulatory rejection, NextEra could simply “be patient,” wait for the debtors to terminate first, then collect the $275 million break-up fee.[9] And that is exactly how it played out.

Ultimately, the PUCT refused to approve the merger because NextEra, a.k.a. the “deal-killers,” refused to comply with the (1) the requirement that Oncor maintain an independent board of directors, and (2) the ability of certain minority shareholders to veto dividends.[10] Without PUCT approval and with another purchaser waiting in the wings, the debtors formally terminated the Agreement based on the failure to obtain regulatory approval and NextEra’s alleged breach of the Agreement.[11]

NextEra filed an application seeking recovery of its $275 million administrative claim in the chapter 11 cases.[12] Creditors of the debtors simultaneously sought reconsideration of prior approval of the termination fee.[13] In an extraordinary move, Judge Sontchi amended his previously approved order so as to have the practical effect of striking the award of the $275 million termination fee.[14]

Judge Sontchi explained that he had “fundamentally misapprehended the facts as to whether the Termination Fee would be payable if the PUCT failed to approve the NextEra Transaction.”[15] No party made him aware “that if the PUCT did not approve the NextEra Transaction, the Debtors could eventually be required to terminate the Merger Agreement and trigger the Termination Fee unless NextEra terminated first of its own volition.”[16]

On appeal, the Third Circuit, after taking the matter upon direct certification, rejected NextEra’s argument that the motion to reconsider was untimely, since the Approval Order was interlocutory and not a final order.[17] The Third Circuit also found that the lower court fundamentally misjudged the likelihood that the termination fee would be harmful to the estates. Had the bankruptcy court possessed complete knowledge of the facts at the time the Approval Motion was filed, it could not have approved the termination fee as an allowable administrative expense under 11 U.S.C. § 503(b).[18]

Given the totality of the circumstances, the fee was not an “actual, necessary cost and expense of preserving the estate” under 11 U.S.C. § 503(b)(1)(A).[19] “Payment of a termination or break-up fee when a court (or regulatory body) declines to approve the related transaction cannot rovide an actual benefit to a debtor’s estate sufficient to satisfy the statutory requirement.”[20] The termination fee was detrimental, with the debtors “back to square one and, with the passage of time, in a worse off position — desperate to accept an alternative transaction.” [21] The Third Circuit further noted that NextEra’s bid was not designed to provide a competitive benefit.[22] Although the termination fee was intended to induce NextEra to adhere to its bid, this benefit was potentially negated by the perverse incentive that resulted, inducing NextEra to hold firm against any burdensome ‘deal killer’ conditions.”[23] The termination fee would have created substantial financial risk if the PUCT did not approve the transaction, and it had the “potential to be disastrous.”[24]

It should be noted that this Third Circuit Opinion was not a majority opinion. In the dissent, Judge Rendell took issue with (1) the grant of a delayed reconsideration motion when there had been no clear error of fact or law, and (2) what he viewed as a flawed analysis of the benefit to the estates as though there had been no pre-approval of the termination fee as part of the Merger Agreement.[25] Judge Rendell writes that even if the bankruptcy court judge “failed to appreciate a particular set of potential consequences”, that “hindsight cannot justify nullifying a material term of the deal that was struck….”[26]

Practical Takeaways from this Case and Appeal

  1. Have you made the material terms and conditions of a sale transaction as clear as you can at the approval hearing? Have you provided testimony of parties involved?
  2. Does the Agreement set forth the necessary time frame for completing the condition?
  3. Is the condition one that can only be satisfied by a third party, i.e., a regulatory body?
  4. Is it clear who bears the risk if the third party does not satisfy the condition?
  5. What impact will a failed condition have on an agreement? Will one party have undue influence on that third party’s ability to satisfy the condition? Which party will be deemed to be in breach if the condition is not satisfied?
  6. Is the dollar amount of the break-up fee commensurate with the value the prospective purchaser is or is not bestowing upon the estate?

Does the fee provide a competitive benefit? Could a break-up fee have a perverse incentive to induce a buyer to hold firm against certain burdensome


[1] In re Energy Future Holdings Corp., 904 F.3d 298, 314 (3d Cir. 2018).

[2] In re Energy Future Holdings Corp., 575 B.R. 616 (Bankr. D. Del. 2017).

[3] In re Energy Future Holdings Corp., 904 F.3d at 302.

[4] Id.

[5] Id.

[6] Id.

[7] Id.

[8] Id. at 304.

[9] Id.

[10] Id. at 306.

[11] Id.

[12] Id.

[13] Id. at 306.

[14] Id. at 307.

[15] Id. at 306.

[16] Id. at 304.

[17] Id. at 307-310.

[18] Id. at 306, 315.

[19] Id. at 313-315.

[20] Id. at 307 (citing In re Energy Future Holdings Corp., 575 at 635).

[21] Id. at 314.

[22] Id.

[23] Id. at 315.

[24] Id.

[25] Id. at 317.

[26] Id.

 

LANDMARK HOTEL AND CONFERENCE CENTER IN MORGANTOWN TO BE SOLD AT AUCTION ON JUNE 5, 2018

May 15, 2018

picture for blog

FOR IMMEDIATE RELEASE

CONTACT: Fred Cross

866-969-1115×2

FCross@EquityPartnersHG.com

 

May 3, 2018 – Morgantown, WV – By authority of the U.S. Bankruptcy Court of the Northern District of West Virginia, Equity Partners HG has been retained to conduct an auction for the Ramada Morgantown Hotel and Conference Center (“The Hotel”). The Hotel is located at the intersection on I-79 and I-68 on a knoll with beautiful 360-degree views.  The property currently consists of a single tract, totaling 9.9 acres, but could be subdivided to create additional development opportunities.  The West Virginia University campus and stadium are less than 4 miles from The Hotel.  The Hotel has long been a landmark in the Morgantown community.  Mountaineer fans everywhere can recall many memories made at the Hotel which was always jam-packed during every WVU football and basketball game.  Over four decades, the Hotel has hosted parties, conventions, association and club banquets, New Year’s Eve bashes, not to mention hundreds of weddings and dinners.   Nothing is constant but change.  The Hotel and surrounding property is ready to be put to a higher and better use for the Morgantown community.

The Ramada Hotel and Conference Center has been family owned and operated since it was built in 1974. The Hotel features 149 full service rooms, a large tavern and restaurant and 11 conference room/ballroom spaces for weddings and other events.   Morgantown is a hotbed of growth, with one of the lowest unemployment rates in the nation for the past 5 years. It is the fastest growing city in West Virginia, and were it located in Pennsylvania, just a few miles to the north, it would be the fastest growing city in Pennsylvania. Morgantown’s growth is expected to continue and likely accelerate. This site is located just outside the Morgantown city limits and is free of development entitlements, while still benefiting from public infrastructure: Water, electric, gas, sewage, and public transportation.  Nearby outdoor attractions include Cheat Lake and River, Lakeview Golf Resort & Spa, Ohiopyle State Park, and Coopers Rock State Forest.

The auction is scheduled for June 5, 2018. Anyone wishing to participate must become a Qualified Bidder by submitting an offer prior to 5:00 pm eastern on June 1, 2018.  The Hotel has accepted an initial offer (“The Stalking Horse Bid”), subject to higher and better offers, and subject to the removal of all contingencies by May 30, 2018.  The Stalking Horse Bid contemplates purchasing substantially all of the assets for $1,725,000 in cash.  The Hotel owners intend to complete this proposed transaction, or, if other Qualified Bids are received by the June 1 deadline, sell substantially all of the assets of The Hotel, by auction in bulk on June 5, 2018.  Provided the Stalking Horse bidder has removed all contingencies by May 30, 2018, bidders must exceed that bid by at least $200,000 in order to qualify.  All bids must be free of any financing or other contingency.   A 10% deposit is required to bid, and must be submitted by wire transfer, prior to the Bid Deadline.  A Bankruptcy Sale Approval Hearing is currently scheduled for June 6, 2018.  Closing is to take place no later than 35 days following Court approval.

Fred Cross, a Managing Director at Equity Partners HG, says that “This is an excellent opportunity to acquire a hotel strategically located on major throughways within a vibrant economic region of the state. The property is also prime for mixed-use development including senior living, apartments, condominiums, or a medical center.  Minimal improvements can make this an income producing property again.”

Equity Partners HG, based in Easton, MD, provides investment banking services and has completed in excess of 500 engagements throughout the United States since 1988. Attorney Salene Mazur Kraemer of Mazur Kraemer Business Law is serving as bankruptcy counsel for the debtor.

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Stein-Mart & the “Graying” of Black Friday

January 29, 2018

Joseph Horne Co., Pittsburgh, PAWhen we were kids, every few weeks, we would go from Weirton, WV to the neighboring Pittsburgh, PA to go to doctor appointments and to shop at Kaufman’s and Joseph Horne Co., giant downtown department stores.  My mom, my brother, my sister and my grandmother.  We would make a day of it, have lunch at the Fifth Avenue Arcade, the Warner Theater or the Tic Toc Shop and shop at each person’s respective departments.  It was a test in patience.  But, it was an outward act of family solidarity.  We were a unit.  It was the 80s.  It was retail.  I loved the experience.  As my grandmother got older, I would wheel her wheelchair around Robinson Mall.  I love those memories.

As a turnaround consultant and Chapter 11 bankruptcy practitioner, the 2017/2018 “retail apocalypse” has me reeling.  What is happening to the retail experience?  What does the future hold?  I also frequently publish and lecture on retail industry trends.

I heard the term the “graying of Black Friday”.   And gray it certainly was this year.  Shopping on Black Friday has been a family tradition for my sister, my mom, and me for a long time, since I first got out of law school in the 2000s.  This year it was my sister’s idea to go to Stein-Mart’s Find the Golden Hanger contest in Ohio near her home. See infomercial here.  We woke up at 5:30 a.m. and five us of piled into her car, her two teenage children, my mom, my sister and me.  We were determined to win.  We strategized in the car.  We each would take certain sections of the store to search.  Between the 5 of us, we thought for sure we would win.  We agreed to split the proceeds 5 ways.

images steinmart

We jump out of the car.  It’s still dark and cold inside.  It’s 6:45 a.m.  We only see two other cars in the parking lot.  This couldn’t be right.  My sister is competitive and fun and wants to win.  She wants to get in line at the front of the store’s doors.  We were waiting for the throngs of customers that we anticipated would show up.  6:50 a.m.  Maybe one more person.   6:55 a.m.  We are chitchatting in line with the others.  7:00 a.m.  OFF WE WENT!!!!  There were literally 3-4 other people.  THAT’S IT.  Black Friday.  $500.  Golden Hanger.  Where is everybody!!!!???  I am sure Stein-Mart wasn’t too happy with the turnout either.

Did we win?  YES!!!!!!!!!!!!!!!!!  I bought 3 dress with my $100 winningsteinmart hangers.  It was a moment though for me.  I thought uh-oh.  Retail has serious troubles.   And, I mean serious.  In the store, they practically had to hand us the money!!!

Not to my surprise, this article  hit the Wall Street Journal today regarding Stein-Mart’s need to hire turnaround advisors.    What will the future of retail look like?  Will Black Friday even exist in 2018?  Stay tuned.

 

 

 

 

 

 

 

 

 

 

FOR SALE: HOTEL AND CONFERENCE CENTER IN MORGANTOWN, WV RETAINS M&A SPECIALIST, EQUITY PARTNERS HG

January 23, 2018

 

This slideshow requires JavaScript.

IMG_4307

FOR IMMEDIATE RELEASE

Contact:

Fred Cross

1-866-969-1115×2                                                                                    FCross@EquityPartnersHG.com

 

January 9, 2018 – Morgantown, WV – By authority of the U.S. Bankruptcy Court of the Northern District of West Virginia, Equity Partners HG has been retained to seek a buyer for a hotel and conference center located in Morgantown, WV, formerly known as the “Ramada Morgantown Hotel and Conference Center” (“The Hotel”). Built in 1974, The Hotel is located at the intersection on I-79 and I-68 on a knoll with beautiful 360-degree views.  The property currently consists of a single tract, totaling 9.9 acres, but could be subdivided to create additional development opportunities.  West Virginia University campus and stadium is less than 4 miles from the conference center.

The Hotel has been family owned and operated since 1974.  The hotel features 149 full service rooms, a large tavern and restaurant and 11 conference room/ballroom spaces for weddings and other events.   Morgantown is a hotbed of growth, with one of the lowest unemployment rates in the nation for the past 5 years. It is the fastest growing city in West Virginia, and were it located in Pennsylvania, just a few miles to the north, it would be the fastest growing city in Pennsylvania. Morgantown’s growth is expected to continue and likely accelerate. This site is located just outside the Morgantown city limits and is free of development entitlements, while still benefiting from public infrastructure: water, electric, gas, sewage, and public transportation.  Nearby outdoor attractions include Cheat Lake and River, Lakeview Golf Resort & Spa, Ohiopyle State Park, and Coopers Rock State Forest.

Fred Cross, a Managing Director at Equity Partners HG, says that “This is an excellent opportunity to acquire a structurally sound hotel strategically located on major throughways within a vibrant economic region of the state. The property is also prime for mixed-use development including senior living, apartments, condominiums, or medical center.  Minimal improvements can make this an income producing property again.”

Equity Partners HG, formerly “Heritage Equity Partners”, based in Easton, MD, provides investment banking services and has completed in excess of 500 engagements throughout the United States since 1988.

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Click here for complete Offering Memo: Ramada Morgantown Hotel & Conference Center_V5

 

 

Bowles Rice LLP Welcomes Salene Mazur Kraemer

March 8, 2017

Bowles Rice welcomes Salene Mazure Kraemer.

Bowles Rice welcomes Salene Mazure Kraemer!
Bowles Rice is pleased to welcome attorney Salene Mazur Kraemer, MBA, CTA, to the firm’s Southpointe, Pennsylvania, office.

Salene’s practice includes restructuring, creditors’ rights and bankruptcy law, corporate transactions and commercial and banking law. Licensed in Pennsylvania, West Virginia, New Jersey and New York, her extensive experience includes sizable acquisition and lending transactions as well as significant debtor and creditor representations in complex Chapter 11 proceedings in bankruptcy courts all over the country. She has served a broad range of industries including retail, real estate, oil & gas, transportation, fashion, technology, telecommunications, health care, consulting and financial services.

As a certified turnaround analyst, Salene counsels C-Suite executives on issues relating to restructuring, succession planning, tax modifications, asset purchases, debt collection, contract negotiation, financing, formation, employee issues, regulatory compliance and general corporate matters.

She was named a Rising Star in the fields of Business Law and Bankruptcy by West Virginia Super Lawyers, and has served as a conference panelist for various organizations including the American Bankruptcy Institute and the International Women’s Insolvency Confederation.

Salene can be reached at (724) 514-8920 or via email at skraemer

Business and Bankruptcy Attorney Salene Mazur Kraemer’s Photography Exhibit Pays Tribute to WV Roots

January 6, 2017

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Salene Kraemer is a corporate and business bankruptcy attorney.  She is concluding a photography exhibit that was on display from October- January 9, 2017 at Summit Gallery in Weirton, WV.

A native of Weirton, WV,  Salene is a travel photojournalist.   This is an excerpt from the Opening Artist Reception, October 19, 2016.

 

“I display work from these collections: 1) Weirton Steel: Skylines, People, Signs, Shapes, img_4290Decay; 2) Clendendin, WV- The 1,000 Year Flood; 3) St. Paul’s Catholic Church; 4)  Savannah, GA; 5) Wheelwright, KY; and 6) 2016 Iphone Shots.

Colors, shapes, lines, smells, cityscapes. They invoke memories, a sense of place. They tell a story. The projects on display tell my story.  Weirton and St. Paul’s Church are of two places that have profoundly impacted my character.  Growing up in Weirton was a unique experience for which I am grateful.  These pictures remind me of my idyllic childhood in an ethnically diverse, once economically homogeneous town where most kids’ dads worked in the mill and self-made grandparents immigrated here from eastern Europe.  While some of the images intentionally expose the extent of the disrepair and urban blight present at the now barely operational mill site, all of the images invoke a sense of place, loyalty, pride, nostalgia, gratitude for the people that have come before me.   In 2013, as parts of the mill were being demolished, I felt compelled to stop my car, get out and take photos.  The Weirton Steel project has been a 3-year project. St. Paul’s Catholic Church has been of long-standing importance to my family since 1910, when my Italian ancestors first moved to Weirton. These photos were captured at a 4 p.m. Saturday evening mass.”

Here is a link to the newspaper coverage of the event.

When you are a services professional, so much of everything you do is brand building and widely disseminating helpful information about your area of expertise. My hobby of photography can serve me well in this regard. I choose to share photos that speak to who I am and the things that really matter to me.   In turn,  others (hopefully potential clients) see the lense through which I, as a turnaround consultant and business lawyer, view and experience my work and the world.  Here is a blog post regarding using a hobby in your business development:  Integrating My Photography with My Law Firm Business Development.

You can catch a last glimpse of the show at Summit Gallery  3393 Main Street Weirton, WV 26062. Visit by private appointment [execassistant@topofwv.com]. See Bonnie Burskey. 304.797-7001.

After January 9, 2017, some of the pieces will be donated to the Weirton Museum and Cultural Center, Mary H. Weir Public Library, the Weirton Chamber of Commerce and St. Paul’s Catholic Church.  A few select pieces will be on display at Bowles Rice Southpointe Office.

You can follow Salene’s photography here: Facebook Page:  or on Salene’s instagram: