Bilfeld v. Town & Country Restaurant LLC et al

Filing 34

MOTION by Plaintiff David Bilfeld for judgment [Application For Default Judgment] (Attachments: # 1 Affidavit, # 2 Exhibit, # 3 Exhibit, # 4 Exhibit, # 5 Declaration, # 6 Exhibit, # 7 Exhibit, # 8 Exhibit, # 9 Exhibit, # 10 Exhibit, # 11 Exhibit, # 12 Exhibit, # 13 Exhibit, # 14 Exhibit, # 15 Exhibit, # 16 Text of Proposed Order)(Spak, Donald)

Bilfeld v. Town & Country Restaurant LLC et al

Doc. 34 Att. 2

CONFIDENTIAL OFFERING MEMORANDUM June2007 Town and Country Restaurant LLC, a Delawarelimited liability company(the "LLC"), hereby offers, pursuantto the offering (this "Offering") contemplated this Confidential by ("Offering Memorandum"), to 180PrefenedUnits in the LLC at an 120 Offering Memorandum o f f e r i n g price of One HundredThousand Dollars ($100,000) each increment ten (10) for of Preferred Units.
Price t

A v a i l a b l e No. of P r e f e r r e d Units

P r o c e e d sto the LLC

F o r Ten Preferred Units:

5100.000

r20-180

1,900,000'z s 1,200,000-$

The LLC reserves the right to reject any subscription, and to allot to any investor,who subscribes for Preferred Units ("investor" or "Subscriber") less than the number of Preferred Units subscribedfor. The LLC intends to require that each investor's subscription amount be no l e s s than $100,000,but reservesthe right, in its sole discretion, to accept subscriptions less of t h a n $100,000. The LLC also reserves right to raisemore than $1,800,000(and to issuemore the than 180 PreferredUnits) if the Manager determinesthat additional capital is neededby the LLC. The proceeds of this Offering shall be deposited in a non-interest bearing account of the LLC and shall not be used by the LLC until the later of the date that (A) at least 120 Preferred U n i t s have been subscribed for ($1,200,000 raised) and (B) the LLC has entered into a satisfactory lease for the proposed space ("Proposed Space") for the restaurantto be owned by t h e LLC at525 W. Monroe, Chicago,Illinois 60661. If at least 120 PreferredUnits ($1,200,000 of proceeds)have been subscribedfor in accordancewith the terms of this Offering and the LLC has entered into a satisfactory lease for the Proposed Space,the proceeds of this Offering shall become immediately available to the LLC. T h i s Offering Memorandum has been prepared solely for the information of the person to w h o m it has been delivered by or on behalf of the LLC. Distribution of this Offering M e m o r a n d u m to any person other than the prospective investor to whom this Offering M e m o r a n d u m is delivered by the LLC and those persons retained to advise them is u n a u t h o r i z e d . Any reproduction of this Offering Memorandum, in whole or in part, or the d i v u l g e n c e of any of the contents hereof without the prior written consent of the LLC is s t r i c t l y prohibited. Each prospective investor, by accepting deliverT of this Offering M e m o r a n d u m , agrees to return it and all other documents received by him or her to the L L C (and all reproductions thereof) if the prospective investor decides not to subscribe for

I

Th e priceofthc Preferred Unis hasbeen arbitrarilysetby the LLC. determines additional by the that capitalis needed the LLC. Ho we ver , LLC hasthe right to issue morethan 180Prefened Units if the Manager

z

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Dockets.Justia.com

Preferred Units, the prospective investor's subscriptionis not accepted, this Offering is or terminated. I M P O R T A N T DISCLAIMERS AI\D OTHER INFORMATION D U R I N G THE COURSE OF TIIIS OFFERING AND PRIOR TO THE ACCEPTANCE O F A SUBSCRIPTIONFOR PREFERRED TJNIT(S)AS PROVIDED IIEREIN, EACH PROSPECTIVE II\IVESTOR AND HIS OR HER ADVISOR(S) ARE II\TWTED TO ASK Q U E S T I O N S AND OBTAIN ADDITIONAL INFOR]VIATION FROM THE LLC C O N C E R N I N G THE TERMS AND CONDITIONS OF THIS OFFERING AND THE P R O S P E C T I V E BUSINESSOF THE LLC, TO THE EXTENT THE LLC POSSESSES S U C H INFORMATION OR CAN ACQUIRE IT WITHOUT TJNREASONABLE E F F O R T OR EXPENSE. PROSPECTIVE INVESTORS OR ADVISORS HAVING Q U E S T I O N S OR DESIRING ADDITIONAL INT'ORMATION SHOULD CONTACT B R I A N ELDRIDGE, THE PRESIDENT OF THE MANAGER OF THE LLC, AT 312590-0259. T H I S OFFERING MEMORANDUM IS NOT INTENDED AS LEGAL OR TAX A D V I C E . EACH PROSPECTIVEINVESTOR SHOULD CONSULT HIS OR HER OWI\ A T T O R N E Y , BUSINESSADVISOR AI{D TAX ADVISOR AS TO LEGAL, BUSINESS, T A X AI\D OTHER MATTERS CONCERNING THIS OFFERING AND AN I I Y V E S T M E N TIN THE LLC. N O PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR R E P R E S E N T A T I O N NOT CONTAINED IN OR ACCOMPANYING THIS OFFERING M E M O R A N D U M WITH RESPECT TO THIS OFFERING OTHER THAN BRIAN E L D R I D G E , AS PRESIDENT OF THE MANAGER OF THE LLC. IF ANY SUCH I N F O R M A T I O N OR REPRESENTATIONS ARE GIVEN OR MADE, THEY MUST N O T BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE LLC. THE D E L I V E R Y OF TIIIS OFFERING MEMORANDUM AT ANY TIME DOES NOT I M P L Y THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION C O N T A I N E D HEREIN SINCE THE DATE HEREOF. A L L OF THE INFORMATION PROVIDED HEREIN HAS BEEN PROVIDED BY THE M A N A G E R ON BETIALF OF THE LLC. THE LLC MAKES NO EXPRESS OR I M P L I E D REPRESENTATION OR WARRANTY AS TO THE COMPLETENESSOF T H E INFORMATION IN THIS OFFERING MEMORANDUM OR, IN THE CASE OF P R O J E C T I O N S , ESTIMATES, FUTURE PLANS, OR FORWARD LOOKING A S S U M P T I O N S OR STATEMENTS, AS TO THEIR ATTAINABILITY OR THE A C C U R A C Y AND COMPLETENESS OF THE ASSUMPTIONSFROM WIIICH THEY A R E DERIVED, AND IT IS EXPECTED THAT EACH PROSPECTIVE INVESTOR W I L L PURSUE ITS OWN INDEPENDENT INVESTIGATION. IT MUST BE R E C O G N I Z E D THAT ESTIMATES OF THE LLC'S PERFORMANCE ARE N E C E S S A R I L Y SUBJECT TO A HIGH DEGREE OF UNCERTAINTY DUE TO A S S U M P T I O N SOR CHANGES IN MARKET CONDITIONS, AND THEREFORE MAY V A R Y MATERIALLY FROM ACTUAL RESULTS.

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THIS OFFERING IS NOT UNDERWRITTEN. T H E PREFERRED UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY T H E SECURITIES AI\D EXCTIANGE COMMISSION OR ANY STATE SECURITIES A G E N C Y , THE SECRETARY OF STATE OF ILLINOIS OR THE SECRETARY OF S T A T E (OR SECURITIES COMMTSSIONER)OF Ar{Y OTHER JURTSDTCTION NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS OFFERING M E M O R A N D U M FOR ACCT]RACYOR COMPLETENESS. AS A PREREQUISITEOF ANY SALE OF THE PREF'ERRED UMTS, THE LLC WILL BE RELYING ON CERTAIN REPRESENTATIONS AND WARRANTIES OF THE IIYVESTORSWHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT EACH IIYVESTOR IS A C Q U I R I N G PREFERRED TJNITS SOLELY FOR SUCH IT{VESTOR'S OWN A C C O T ' N T AND NOT WITH A VIEW TOWARD THE DISTRIBUTION THEREOF. NO PUBLIC MARI(ET FOR THE PREFERRED T]NITS WILL EXIST T]PON CONSUMMATION OF THE OFFERING NOR IS A PUBLIC MARKET LIKELY TO D E V E L O P . CONSEQUENTLY, THE PREFERRED TJNITS MAY NOT BE SOLD U N L E S S , AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED U N D E R THE SECURITIES ACT AND AI{Y APPLICABLE STATE SECURITIES L A W S OR A}I EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IN A D D I T I O N , THE TRANSFER OF PREFERRED UNITS IS RESTRICTED BY THE T E R M S OF THE LIMITED LIABILITY COMPAI{Y AGREEMENT OF THE LLC. F O R THESE REASONS, AN II\IVESTOR WILL BE REQUIRED TO BEAR THE E C O N O M I C RISK OF LOSS OF HIS OR HER ENTIRE IIWESTMENT FOR AN I N D E F I N I T E PERIOD OF TIME. THIS OFFERING IS THEREFORE SUITABLE O N L Y FOR PERSONS OF ADEQUATE MEANS WHO HAVE NO NEED FOR L I Q U I D I T Y IN THEIR IIWESTMENT. THE OFFERING PRICE OF THE SECURITIES IIAS BEEN ARBITRARILY E S T A B L I S H E D BY THE LLC AI\D DOES NOT NECESSARILY BEAR ANY SPECIFIC R E L A T I O N TO THE ASSETS,BOOK VALTIE OR POTENTIAL EARNINGS OF THE L L C OR ANY OTHER RECOGNIZED CRITERIA OF VALUE. THIS OFFERING INVOLVES SEVERAL RISKS. POTENTIAL IIYVESTORS ARE S T R O N G L Y URGED TO CAREFULLY RE,VIEWTHE SECTION OF THIS OFFERING M E M O R A N D U M ENTITLED *RISK FACTORS". N O GENERAL SOLICITATION OR ADVERTISING WILL OR MAY BE EMPLOYEI) I N THIS OFFERING. T H I S OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL O R A SOLICITATION OF AN OFFER TO BUY TO ANYONE IN AI{Y JURISDICTION I N WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWT'UL OR IS NOT A U T H O R I Z E D , OR IN WHICH THE PERSON MAKING SUCH OFFER OR S O L I C T T A T I O N IS NOT QUALIFTED TO DO SO, OR IF THE PROSPECTM I I W E S T O R IS NOT QUALIFIED TJNDER APPLICABLE SECI.JRITIES LAWS.

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BY ACCEPTANCE OF THIS OFFERING MEMORANDUM, PROSPECTIVE I N V E S T O R S RECOGNIZE AND ACCEPT THE NEED TO CONDUCT THEIR OWN T H O R O U G H IhI'VESTIGATION AND DUE DILIGENCE BEFORE CONSIDERING A SUBSCRIPTION FOR THE PREFERRED TJNITS. R E F E R E N C E S SHOULD BE MADE TO THE LLC'S LIMITED LIABILITY COMPAI{Y AGREEMENT AND AII-Y OTHER DOCUMENTS REFERENCED HEREIN F O R COMPLETE INFORMATION CONCERI\ING THE RIGHTS AND O B L I G A T I O N S OF II\WESTORS.
As used in this Offering Memorandum, the pronouns "he", "his" and "him" shall include the feminine, neuter and plural whenever the context and facts require such construction. N A S A A LEGENI)

IN MAKING AN INVESTMENT DECISION INVESTORSMUST RELY ON THEIR OWN EXAMINATION OF THE LLC AND THE TERMS OF THIS OFFERINGINCLUDING THE MEzuTS AND RISKS INVOLVED. THE PREFERRED UNITS HAVE NOT BEEN REGISTEREDWITH OR RECOMMENDEDBY ANY FEDERAL OR STATE SECURITIES C O M M I S S I O NOR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES FIAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE A D E Q U A C Y OF THIS DOCUMENT. ANY REPRESENTATION THE CONTRARYIS TO A CzuMINAL OFFENSE. T H E S E SECUzuTTES ARE SUBJECTTO RESTRICTIONS TRANSFERABILITYAND ON RESALE AND MAY NOT BE TRANSFERREDOR RESOLD EXCEPT AS PERMITTED U N D E R FEDERAL AND STATE SECURITIES LAWS AND THE LLC'S LIMITED L I A B I L I T Y COMPANYAGREEMENT. INVESTORSSHOULDBE AWARE THAT THEY M A Y BE REQUIREDTO BEAR THE FINANCIAL RISKS OF THIS INVESTMENTFOR AN INDEFINITE PERIODOF TIME. CALIFORNIA IT IS IINLAWFUL TO CONSUMMATE A SALE OR TRANSFEROF THESESECURITIES, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATIONTHEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONSOF THE STATE OF CALIFORNIA. EXCEPT AS PERMITTEDIN THE COMMISSIONER'S RULES. I N V E S T O R SUITABILITY QUALIFICATIONS investors"as such term is An investmentin the LLC is intendedonly for "accredited the defined under Regulation of the Securities D Act of 1933,as amended.The LLC reserves prospective investors.No right, in its sole discretion, acceptsubscriptions to from unaccredited investoris eligible to purchase investoror his or her duly Preferred Units unlesssuchprospective authorized representative shall have executedand delivered to the LLC the LLC's form subscription agreement ("Subscription Agreement") which accompaniesthis Offering

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Memorandum. All subscriptions for Preferred Units are subject to acceptance,in whole or in part, by the LLC which shall occur only upon the delivery to the prospective investor of a written acknowledgementof acceptance signed by the Manager, in its sole discretion, on behalf of the LLC. Additionally, no subscriber shall become a Preferred Member of the LLC unless and until t h e later of the date that (A) at least i20 PreferredUnits having been subscribed ($1,200,000 for raised) and (B) the LLC has entered into a satisfactory lease for the Proposed Space,and such other conditions, if any, set forth in the Limited Liability Company Agreement of the LLC have been satisfied. S U M M A R Y OF THE OFFERING

T h eLLC:

Town and country RestaurantLLC is a recently formed manager-managed Delaware limited liability company createdto establish, own and operatea restaurant (the "Restaurant") to be known as Town and Country Restaurant. For more detailed information about the Restaurant and the Restaurant concept, see the businessplan of the LLC which accompanies this Offering Memorandum. T o w n and Country Sponsor LLC, an Illinois limited liability company ( " C o m m o n Member") has contributed a total of $1,000.00in cash to the L L C and in exchange therefor,has been issued1,000common Units in the LLC. Pursuant to this Offering, the LLC is soliciting subscriptions for Preferred Units in the LLC. Personssubscribing for Preferred Units pursuant to this Oflering shall, upon acceptance of their subscription by the LLC as provided in the Subscription Agreement and such other conditions set forth in the Limited Liability company Agreement, be admitted as preferred M e m b e r s of the LLC. The rights and obligations of the common Member and the Preferred Members are set forth in the Limited Liability Company Agreement. For a complete understandingof the Limited Liability company Agreement, see the Limited Liability company Agreement of the LLC which accompanies this Offering Memorandum.

Members:

The Restaurant:

For a description of the Restaurantsee the businessplan of the LLC which accompaniesthis Offering Memorandum. The Restaurant is intended to be located at 525. W. Monroe, Chicago, I l l i n o i s . The Managerhas negotiateda non-bindingletter of intent ("Letter o f Intent") with the owner ("Landlord") of the building ("Building") l o c a t e d at 525 W. Monroe, Chicago, Illinois, for approximately 8,480 square feet of space ("Proposed Space") on the ground floor of the Building. A copy of the Letter of Intent accompanies this Offering Memorandum.

Location:

364806t3/L0749.001