Description

UCC FORECLOSURE SALE PUBLIC NOTICE

AUCTION DATE & TIME: March 25, 2026, 10:00 AM CST

AUCTION LOCATION: Remote, Via Zoom

CREDIT BID: $2,840,435.70 (as of 2/23/26)

BUYER’S PREMIUM: 10%

DEBTOR: Pastorelli Food Products, Inc., an Illinois corporation (“Debtor”); 162 North Sangamon Street, Chicago, IL 60607.

INTEREST TO BE SOLD/SALE ASSETS:
All assets and all personal property of the Debtor, whether now owned or hereafter acquired, as set forth in the Loan Documents.

(a) all Accounts, Inventory, Equipment, other goods, fixtures, General Intangibles, Payment Intangibles, Chattel Paper, Letter of Credit Rights, Supporting Obligations, Proprietary Rights, Instruments, promissory notes, Documents and documents of title, Investment Property, Deposit Accounts, Securities Accounts, Commercial Tort Claims, money, cash, cash equivalents, securities and other personal property of any kind (whether held directly or indirectly by Debtor), all books and records, whether in tangible or intangible form, all other assets, if any, and all accessions to, substitutions for and replacements, products and proceeds (including all “proceeds” as defined in Section 9.102 of the Uniform Commercial Code and, including all dividends, distributions and other income from the foregoing, collections thereon or distributions with respect thereto) of any of the foregoing; provided, however, that the foregoing does not include any property or components to the extent owned by any third parties; and

(b) all Intellectual Property Collateral of the Debtor, including any Copyrights, Copyright Licenses, Other Assets, Patents, Patent Licenses, Trademarks, and Trademark Licenses; provided, however, that such Intellectual Property Collateral of the Debtor does not include any intellectual property interests to the extent owned by any third parties.

For the avoidance of doubt, the Sale Assets do not include any fee interests in real property. Terms used and not defined herein shall have the meaning given to such terms in the Loan Documents.

TERMS OF SALE: The Secured Party shall, in its sole discretion, sell the Sale Assets on such terms and conditions as the Secured Party determines in its sole discretion. Any party wishing to bid on the Sale Assets at the Sale must qualify as a bidder by delivering to AW Properties Global at the address listed below by no later than 9:00 a.m. (prevailing Central Time) on March 20, 2026 the following materials: (i) evidence, satisfactory to the Secured Party, of such party’s financial ability to consummate a purchase of the Sale Assets, including any deposit the Secured Party may require, and (ii) a preliminary, non-binding proposal describing (a) the particular Sale Assets sought to be acquired, and (b) the applicable purchase price range proposed for such Sale Assets. Each prevailing bidder must pay the entire purchase price for its successful bid by wire transfer, certified check, or cashier’s check payable to the Secured Party within one (1) business day after the Secured Party’s acceptance of such prevailing bidder’s bid.
If any prevailing bidder defaults on payment of the purchase price for any of the Sale Assets, the party that submitted the next highest bid for such Sale Assets may, at the Secured Party’s option, be deemed to have submitted the prevailing bid, and the Secured Party may, at its option, consummate the sale of such Sale Assets to such bidder.
The Secured Party reserves the right to: (a) submit one or more credit bids pursuant to Section 9-610 of the UCC for any or all of the Sale Assets; (b) adjourn or cancel the Sale without notice; (c) alter the bidding, auction, or payment procedures for the Sale; (d) abandon or elect not to dispose of certain Sale Assets; and/or (e) reject any and all bids. If the Secured Party accepts bid(s) for any Sale Assets, the Secured Party will provide the prevailing bidder(s) with a bill of sale for such Sale Assets with no representations or warranties of any kind or nature whatsoever. At the time of the Sale, the Secured Party may announce additional disclosures and disclaimers regarding the Sale Assets and additional or alternative terms, conditions, and/or procedures related to the Sale. Secured Party also reserves the right to add to, withdraw from, or otherwise modify or amend in any respect all or any portion of the Sale Assets, for any reason whatsoever.
The Secured Party expects to publish notice of its intent to conduct the Sale in advance of the Sale Date.
By selling and purchasing the Sale Assets pursuant to the Sale, neither the Secured Party nor any purchaser of the Sale Assets shall assume any liability or obligation whatsoever regarding any debts, expenses, or liabilities of Debtor or any other person or entity, and all such debts, expenses, and liabilities shall not be assumed or deemed to be assumed by the Secured Party or any purchaser. Neither the Secured Party nor any purchaser shall be, or shall be deemed to be, a “successor” of or to the Debtor or any other person or entity for any purpose.

Except to the extent that such right is waived, and in accordance with Section 9-623 of the UCC, the Debtor, any secondary obligor, or any other secured party or lienholder has a right to redeem the Sale Assets at any time before the Secured Party has disposed of the Sale Assets or has entered into a contract for the disposition of the Sale Assets by tendering fulfillment of all obligations secured by the Sale Assets as well as any expenses reasonably incurred by the Secured Party in retaking, holding, and preparing the Sale Assets for disposition, in arranging for the Sale, and, to the extent provided in the Loan Documents and not prohibited by law, the Secured Party’s reasonable attorneys’ fees and legal expenses.

The Sale referenced herein is not intended to be, nor shall it be deemed to be, a “strict foreclosure” or “acceptance of collateral in full or partial satisfaction of obligation” as set forth in Section 9-620 of the UCC.

All sales of the Sale Assets will be final and made on an “AS IS, WHERE IS”, “WITH ALL FAULTS” basis, and will be made WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING TITLE, POSSESSION, QUIET ENJOYMENT, THE LOCATION OF OR ACCESS TO THE SALE ASSETS, THE QUALITY, CONTENT, OR CONDITION OF THE SALE ASSETS, AND WITHOUT ANY RIGHT OF SET-OFF OR RECOUPMENT; ADDITIONALLY, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AS TO ANY OTHER MATTER.

OTHER INQUIRIES: The Debtor is entitled to an accounting of the unpaid indebtedness secured by the Sale Assets. The Debtor may request such an accounting by contacting counsel for the Secured Party:

Peter J. Roberts
Seyfarth Shaw LLP
233 S Wacker Dr #8000
Chicago, IL 60606
(312) 460-3514
pjroberts@seyfarth.com

NOTICE TO OTHER POTENTIAL LIENHOLDERS: In an abundance of caution, the Secured Party is providing notice of the Sale to other parties that may claim or assert security interests (or other interests) in the Sale Assets. Secured Party possesses a valid, properly-perfected, first-priority security interest in all of the Sale Assets as a result of the granting of security interests by Debtor and the Secured Party’s perfection of such grant through the filing of UCC financing statements. By providing notice to those parties set forth on the attached service list, the Secured Party does not acknowledge that such parties possess valid or perfected security interests (or other interests) in the Sale Assets, and the Secured Party specifically reserves all rights to challenge or contest the assertion by any party of a superior or prior security interest (or other interest) in any of the Sale Assets.

REGISTRATION & INQUIRIES:

Requirements to Participate:

• Register before sale date
• Disclose any party on whose behalf such person is acting
• Execute Confidentiality and Non-Disclosure Agreement (NDA) in form to be provided

Interested parties may request additional information regarding the Sale or the Sale Assets by contacting:

Diana Peterson, AW Properties Global/AuctionWorks

Email: dianap@awproperties.com; Cell: 312.218.6102

Note: Unregistered parties will not be permitted to bid.

Notice of Article 9 UCC Sale (Pastorelli Foods Products Inc.)(322941752.8) (002)

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