Meridian Marina & Yacht Club of Palm City, LLC

Hybrid Sealed Bid Auction Bid Procedures

i. These bidding instructions are subject to and supplemented by the bidding terms, procedures and instructions

found on the Tranzon website for this specific auction. All bidders must register online and accept the terms,

conditions and instructions found online at auction site as a condition precedent to becoming a qualified

bidder.

ii. Property details, terms and conditions, bid procedures, Bidder Certification form, Purchase and Sale

Agreement and all other materials pertaining to this sale will be posted on Tranzon’s website at

Tranzon.com/DG1231. Any inconsistency between these Bidding Procedures and the materials on the

Tranzon website shall be resolved in favor and controlled by these Bidding Procedures.

iii. To become a “Qualified Bidder” or a Stalking Horse bidder for this auction a bidder will be required to submit

a Bid Package including the following items:

a. A signed and initialed Bidder Certification form stating the bidder understands the terms and condition,

bid procedures and will comply with both.

b. Signed Purchase and Sale Agreement (PSA) to purchase the property in its entirety for a gross contract

price with a bid deposit of $75,000 cashier’s check or wire transfer made payable to Tranzon Driggers

Escrow Account. The PSA may be submitted electronically subject to the discretion of Tranzon Driggers.

c. Proof of funds to complete the transaction in the form of a certification of funds on hand by a federally

insured institution or other entity approved by Tranzon Driggers in its reasonable discretion, with no

contingency for financing.

iv. The gross contract price will be equal to a high bid + a 5% Buyer’s Premium. The Secured Creditor, Martin

County Marine Holdings, and/or its successors or assigns (Secured Creditor), is not required to submit a PSA

to credit bid up to its Allowed Claim as defined below in the best and final online auction.

v. The Bid Package must be delivered to Tranzon Driggers in person or via trackable document delivery service

on or before 4:00 PM ET the day of the bid opening deadline which will be scheduled to occur no later than

seventy-five (75) days from the Court Order approving the Bidding Procedures.

vi. After the bids have been submitted to, recorded and analyzed by Tranzon Driggers and Kelley, Fulton &

Kaplan, P.L., Tranzon Driggers reserves the right to conduct a best and final online auction that will begin at

11:00 AM ET the next business day.

vii. Any Qualified Bidder whose sealed bid offering price is within 20% of the highest sealed bid offering price

received by Tranzon Driggers will be approved to participate in the best and final online auction. Other

Qualified Bidders may be invited to participate in the best and final online auction subject to approval by

Tranzon Driggers.

viii. The Secured Creditor and the Stalking Horse bidder, if applicable, are Qualified Bidders that are qualified to

participate in the online auction.

ix. If a Secured Creditor bids beyond its Allowed Claim as defined below , it will be subject to the same terms

and conditions as all other Qualified Bidders for the amount of its bid over and above its credit bid with the

Buyer’s Premium applicable to the full amount of the bid, including the credit bid amount, and the Secured

Creditor will be obligated for the escrow deposit required herein, but only as to the amount in excess of the

credit bid.

x. If the Stalking Horse bid is not the highest and best bid in the auction event and the Stalking Horse bidder

does not place a higher bid, they will be paid a Breakup Fee from the proceeds of the sale in the amount of

$50,000 upon a successful closing by either the Highest and Best bidder or the Backup bidder.

xi. If the Stalking Horse bidder places a bid in the online portion of the auction higher than their original bid, they

will no longer qualify to receive the Breakup Fee and any subsequent bids will be subject to the same terms

and conditions as all other Qualified Bidders for the full amount of their final bid plus the Buyer’s Premium.

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xii. Bid increments for the online auction will be $25,000 subject to the discretion of the auctioneer to change the

bid increment to entice further bidding activity for the benefit of the bankrupt estate.

xiii. The online auction will be open for bidding by the qualified bidders until 4:00 PM ET the day it begins, subject

to the auto-extend features of the Tranzon bidding platform.

xiv. The highest and best bidder will execute an addendum to their original PSA to modify the highest bid, the

revised Buyer’s Premium, the gross contract price and total deposit to reflect their highest bid in the online

portion of the auction.

xv. The highest and best bidder will increase the escrow deposit to 10% of the gross contract price via wire

transfer to the closing agent within 24 hours of being deemed the highest and best bidder.

xvi. The back-up bidder will execute an addendum reflecting his/her bid subject to the closing of the highest and

best bid.

xvii. The back-up bidder will increase the escrow deposit to 10% of the total purchase price within 2 business days

of notification by Tranzon Driggers that the highest and best bidder defaulted, and will be given 30 days from

notification to close the transaction.

xviii. If the highest bidder and any backup bidders default or their bid amounts are not equal to the amount of the

Secured Creditor’s Allowed Claim as defined below or the Auctioneer is unable to obtain additional back-up

bidders and there is otherwise a failure to close on the sale of the property of the estate as contemplated

herein, then the Secured Creditor will be entitled to hearing on an expedited basis for the Court to consider

that the Secured Creditor will be deemed the successful bidder in the amount of its highest bid or its Allowed

Claim, whichever is greater or, alternatively, to consider other relief requested by the Secured Creditor and

interested parties. Under no circumstance will there be a sale to a party other than the Secured Creditor

unless the proceeds from the sale are sufficient to pay the Secured Creditor’s Allowed Claim, plus any postpetition fees and costs awarded by the Court.

xix. A hearing to approve the sale will be requested by the Debtor’s counsel to occur within 3 business days of the

online auction event.

xx. Bid deposits will be returned by Tranzon Driggers to the qualified bidders within 5 business days of the end of

the auction except the highest and best bidder and the back-up bidder.

xxi. The bid deposit of the highest bidder will be tendered to closing agent by Tranzon Driggers.

xxii. The closing will be within 30 days of the online auction event, or within 10 days of a court order approving the

sale, whichever is longer.

xxiii. The Allowed Claim of the Secured Creditor shall be in the amount of $4,964,418.41 plus interest accruing at

the per diem amount of $824.33 that shall accrue from and including October 27, 2020 through the date of

the scheduled auction. Notwithstanding anything contained herein or in any of the materials provided for by

Tranzon Driggers, the Secured Creditor is entitled to credit bid up to the amount of its Allowed Claim. If the

Secured Creditor is the successful bidder, it will execute a memorandum of bid memorializing the terms of its

bid which shall be: (a). If the purchase price is equal to or less than the credit bid then the purchase price will

be: Credit Bid plus a $25,000 buy-in fee to Tranzon Driggers; or (b). If the purchase price is greater than the

credit bid, then the purchase price will be: Credit Bid + Price above credit bid + Buyer’s Premium on the full

purchase price.

xxiv. To the extent applicable the PSA shall be deemed consistent with the Bidding Procedures and the Warranty

Deed executed in favor of the Purchaser shall provide all of the protections a purchaser is entitled the

Bankruptcy Code, including under Section 363.

xxv. Upon entry of the order approving these Bidding Procedures, all past, present and future prospective

purchasers will be subject to these Bidding Procedures and the auction terms and conditions. 

Case 19-18585-MAM Doc 274-1 Filed 10/27/20 Page 2 of 2