St. Louis County Judge Approves Auction Process for CannaVer LLC
Please take notice that on July 14th, 2023 Eric Moraczewski, Court-Appointed Successor Receiver of CannaVer, LLC, received approval for the sale of assets, licenses, and property of the business. The following assets (“Successor Receiver Asset Package”) shall be the subject of the Auction to be held on August 18, 2023, which stall start at 1:00p CST at the law office of Lathrop GPM LLP, 7701 Forsyth Blvd., Ste. 500, Clayton MO 63105:
Two Infused Product Manufacturing Facility Licenses issued by the Missouri Department of Health and Human Services related to Cannabis, specifically Licenses MAN000071 and MAN000073;
100% interest in the property commonly known as 12035-12045 Missouri Bottom Road, Hazelwood, MO 63042;
Equipment and fixtures purchased and utilized by CannaVer in the operation of its business; and
Intellectual Property including but not limited to recipes and techniques and methods related to cannabis productions.
The Successor Receiver has also identified five appeals (the “Appeals“) of DHSS’ denial of licensure, currently under the possession and control of CannaVer. The appeals are made up of three appeals for cultivation facility licenses and two dispensary facility licenses. The Successor Receiver will accept separate bids for those Appeals. Bidders may bid on just the appeals or as an additional bid to the other assets being sold. If bidding on some, or all, of the appeals in addition to other pieces of the Receivership Estate the appeals bid must be identified separately from the other bid. At the sole discretion of the Successor Receiver, he may elect to remove some, or all, of the Appeals from the bidding process.
Pursuant to the court order, in order for qualified bidders to make a bid on the assets of the business, a bidder must:
Submit a Qualified Bid shall submit their sealed bids to Successor Receiver by 5:00 CT on August 14, 2023.
In order to be designated as a “Qualified Bid”, a bid must (i) have an offer to purchase all or some of the Successor Receiver Asset Package, (ii) provide for either 100% cash or be a Qualified Credit Bid (as defined below), (iii) for bids on the entire Remaining Receivership Asset Package, to be in excess of the amount of $2,400,000.00 (which amount is equal to LOI as attached to the prior receiver’s Verified Motion for Authorization to Sell Property Free and Clear of Liens, Claims and all Rights of Redemption Pursuant to RSMo. 515.645, filed on April 21, 2023 with the Court), (iv) must include an executed asset purchase agreement, subject to the Successor Receiver’s approval, (v) must disclose all of the parties participating in the bid; (vi) must be accompanied by (i) financial statements or evidence satisfactory to the Successor Receiver that the bidder is willing, authorized, capable, and qualified, financially, legally, and otherwise, of unconditionally performing all obligations under the Qualified Bid; (vi) must be without contingencies; and (vii) must state the bidder agrees to be the Back-Up Bidder (as defined within the Amended Motion). A proposed Qualified Credit Bid or Qualified Bid must not include any provisions for a break-up fee, expense reimbursement, or similar payment.
Any entity wishing to submit a Qualified Bid shall also, contemporaneously with its submission of a Qualified Bid, tender a good faith cash deposit (the “Good Faith Deposit”) of an amount equal to the lesser of 10% of its Qualified Bid amount, or $100,000.00, to the bank account of Successor Receiver, held at Triad Bank.
If two or more Qualified Bids or Qualified Credit Bids are received, the Successor Receiver shall select, in its full and complete discretion (ultimately subject to court approval), no more than three Qualified Bids or Qualified Credit Bids as the Qualified Final Bids, and shall designate those submitted bids that are determined to be Qualified Final Bids on or before 5:00p CT August 16, 2023 and shall notify the Qualified Final Bidders accordingly.
The Qualified Final Bidders shall then be given the opportunity to provide their last, best and final offer (“Qualified Final Offer”) to the Successor Receiver via auction (attendance may be virtual, via Microsoft Teams, if requested by the Qualified Final Bidders) to be conducted at Successor Receiver counsel’s office at Lathrop GPM LLP, 7701 Forsyth Blvd., Ste. 500, Clayton MO 63105, starting at 1:00p on August 18, 2023, for determination, in the sole discretion of the Successor Receiver (but ultimately subject to court approval), of the successful Qualified Final Offer and Prevailing Bidder, to be announced as soon as possible following the conclusion of the sale.
For more information on the sale, including a marketing package, asset purchase agreements, asset list, and more visit www.nmblstrategies.com/cannaver.