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Item 1.03 Bankruptcy or Receivership
On October 11, 2013, the United States Bankruptcy Court for the Southern District of Illinois in Case Number 13-30325 (Jointly Administered) approved and ordered the sale of all of the assets of YTB International, Inc. and its wholly-owned subsidiaries, YTB, Inc., YTB Travel Network, Inc., Your Travel Biz Worldwide, Inc., YTB Travel Network of Illinois, Inc., and YTB Worldwide Travel, Inc. (collectively, the “YTB Parties”) to Jamraval, Inc. (“Jamraval”) in accordance with the terms of an Amended Asset Purchase Agreement dated September 30, 2013 between the YTB Parties, as sellers, and Jamraval, as buyer (the “Amended APA”). Jamraval assigned its interest as buyer under the Amended APA to its affiliate, YTB Global Travel,
Inc. (“YTB Global Travel”).
On October 11, 2013, the YTB Parties and YTB Global Travel closed the transactions contemplated by the Amended APA and all of the assets of the YTB Parties were transferred and assigned to YTB Global Travel.
Item 2.01 Completion of Acquisition or Disposition of Assets
(a) On October 11, 2013, YTB International, Inc. and its wholly-owned subsidiaries, YTB, Inc., YTB Travel Network, Inc., Your Travel Biz Worldwide, Inc., YTB Travel Network of Illinois, Inc., and YTB Worldwide Travel, Inc. (collectively, the “YTB Parties”) completed the disposition of all of the YTB Parties’ assets.
(b) The assets involved in the disposition encompassed all of the assets of each of the YTB Parties.
(c) The acquirer of the assets was YTB Global Travel, Inc. (“YTB Global Travel”). YTB Global Travel is controlled by Kan Hathi and Sam Hathi (the “Hathis”). The Hathis, individually or collectively, also control Vartu, LLC (“Vartu”). Vartu and one or more of the YTB Parties are parties to a Commercial Lease dated February 9, 2011 covering 19.19 acres of undeveloped land in Wood River, Illinois. The Hathis, individually or collectively, also control Wrightwood Finance Group, Inc. (“Wrightwood”). Wrightwood and one or more of the YTB Parties are parties to a Consignment Agreement dated March 23, 2011 covering the acquisition, financing and resale of certain inventories. The Hathis, individually or collectively, also control Wood River Capital, LLC (“Wood River Capital”). Wood River Capital and
one or more of the YTB Parties are parties to a Commercial Lease dated March 28, 2011 covering an office building and warehouse used by the YTB Parties and located in Wood River, Illinois. The Hathis, individually or collectively, also control Jamraval, Inc. (“Jamraval”). Jamraval, as lender, and the YTB Parties, as borrowers, are parties to a Debtor-in-Possession Financing Agreement dated March 12, 2013 covering a line of credit financing arrangement.
(d) The consideration given by YTB Global Travel for the assets of the YTB Parties included (i) a closing payment equivalent to $420,000.00, (ii) the obligation to make certain so-called Deferred Payments over the next ten (10) years of up to a maximum additional amount of $3,120,000.00, and (iii) the assumption of certain accounts payable and accrued but unpaid expenses as of the closing date; all of which consideration is subject to adjustment upon certain terms and conditions.
Item 8.01 Other Events