Cushman & Wakefield is providing this notice whereby Southlake 1st Co., Ltd., a Korean company (“Mezzanine Lender” or “Seller”) will offer for sale at public auction 100% of the limited liability company interests (the “Membership Interests”) in Southlake Indiana LLC, a Delaware limited liability company (the “Pledged Entity”), together with certain rights and property representing, relating to, or arising from the Membership Interests (collectively, the “Collateral”).
Based upon information provided by Southlake Indiana Mezz, LLC, a Delaware limited liability company (“Debtor”) and its affiliates, it is the understanding of Secured Party (but without any recourse to, or representation or warranty of any kind by Secured Party as to the accuracy or completeness) that: (i) the Membership Interests constitute the principal asset of Debtor; (ii) the Membership Interests and other Collateral secure payment of a mezzanine loan in the original amount of $50 million made by Secured Party to Debtor (the “Mezzanine Loan”), for which events of default have occurred, are continuing and all indebtedness due thereunder has been accelerated by Secured Party; (iii) the Pledged Entity owns the Southlake Mall, which is a retail shopping center located at 2109 Southlake Mall, Merillvill, Indiana 46410 (the “Property”); and (iv) the Pledged Entity is the borrower under a loan in the original principal amount of $95 million (the “Mortgage Loan”) that is secured by a mortgage on the Property. The Mortgage Loan is currently in default and has a scheduled maturity date of March 9, 2021.
The Collateral will be sold as a single unit and is offered AS IS, WHERE IS, WITH ALL FAULTS. Secured Party makes no guarantee, representation or warranty, express or implied, as to any matter, including as to any matter pertaining to the Collateral, and the sale of the Collateral will be made without recourse to, and without representation or warranty by, Secured Party. The Collateral includes unregistered securities under the Securities Act of 1933, as amended (the “Securities Act”), and Secured Party reserves the right to restrict participation in the Sale to prospective bidders that represent that the Collateral will not be sold, assigned, pledged, disposed of, hypothecated or otherwise transferred without the prior registration in accordance with the Securities Act and the securities laws of all other applicable jurisdictions, unless an exemption from such registration is available.
PLEASE TAKE NOTICE that there are specific requirements for any potential bidder in connection with obtaining information, bidding on the Collateral and purchasing the Collateral (collectively, the “Requirements”), including without limitation: (1) complying with the requirements applicable to the sale of the Collateral as set forth in Section 6 of the Intercreditor Agreement dated as of March 12, 2018 (as amended, modified, restated or supplemented from time to time, the “ICA”), including, but not limited to, that such bidder must be a “Qualified Transferee” and deliver, or cause to be delivered, to the “Agent” for the “Senior Lender” all agreements and documentation as required under the ICA in connection with providing a “Replacement Third Party Obligor” (as such terms are defined in the ICA); (2) complying with the Pledged Entity’s governing documents and the documents governing the Mezzanine Loan and the Mortgage Loan; and (3) complying with the other qualifications and requirements (including but not limited to the Terms of Sale relating to the sale of the Collateral (the “Terms of Sale”)).
An online datasite for the Sale is available via this webpage (the “Datasite”), which will include certain information that Secured Party possesses concerning the Pledged Entity, the ICA, the Mezzanine Loan, the Mortgage Loan, the Pledged Entity, and the Property (collectively, the “Disclosed Materials”), as well as the Terms of Sale. Access to such information will be conditioned, at a minimum, upon execution of a confidentiality agreement that can be found on the Datasite. To participate in the auction, prospective bidders must confirm their ability to satisfy the Requirements in the manner described in the Terms of Sale, and following such confirmation, such qualified participants will be provided a URL and password enabling access to the video conference for the Sale. No information provided, whether in the Datasite or otherwise, shall constitute a representation or warranty of any kind with respect to such information, the Collateral or the Sale. Participants are encouraged to review all Disclosed Materials and perform such due diligence as they deem necessary in advance of the Sale.
Secured Party reserves the right to credit bid, make a cash bid in excess of any credit bid, set a minimum reserve price, reject all bids and terminate or adjourn the sale to another time, without further notice. All bids (other than credit bids of Secured Party) must be for cash with no financing conditions and the successful bidder must deliver immediately available good funds (1) for the Required Deposit (as defined in the Terms of Sale) on the date of the Sale, and (2) for the balance of the purchase price for the Collateral on the closing date prescribed by the Terms of Sale. The winning bidder must pay all transfer taxes, stamp duties and similar taxes incurred in connection with the purchase of the Collateral.
Questions may be directed to Christopher McGlone, Managing Director, Cushman & Wakefield at +1-202-266-1171or firstname.lastname@example.org.
PLEASE NOTE: Sale will be suject to Terms and Conditions as outlined in the Terms of Sale for Public Auction in the Due Diligence folder. Notably:
The Sale will be held in accordance with Section 9-610 of the Uniform Commercial Code in effect in the State of New York (the “UCC”) at 11:00 a.m. Eastern Time on May 13, 2021 at an auction conducted virtually via online video conference.
Only Qualified Participants (and their agents and representatives disclosed in a Participation Statement) may participate in the Sale. A “Qualified Participant” is an entity that satisfies the following conditions precedent to participation:
Each prospective bidder must be registered with Secured Party’s advisor, Cushman & Wakefield, through submission of (i) a statement in the form attached as Exhibit B hereto (a “Participation Statement”) and (ii) an Internal Revenue Service form W-9. Such Participation Statement sent via email to: Christopher McGlone, Managing Director, Cushman & Wakefield, at Chris.Mcglone@cushwake.com, prior to 5:00 p.m. Eastern Time on April 29, 2021, except as required to be submitted earlier pursuant to Section 3(b) below. Secured Party shall be entitled to seek additional information from any prospective bidder to confirm the information set forth in its Participation Statement, and the failure to provide such confirmatory information shall constitute permissible grounds for Secured Party to disqualify such prospective bidder.
Each prospective bidder must provide to the Secured Party, prior to 5:00 p.m. Eastern time on April 29, 2021, evidence reasonably satisfactory to the Secured Party that: (i) such bidder will constitute, as of the date of the Sale, a Qualified Transferee should such bidder be the Selected Participant or the Back-Up Bidder (as such terms are defined below), which evidence may consist of a letter or other authenticated statement from the Senior Lender to such effect, and (ii) such bidder will be able to satisfy the other requirements of the Intercreditor Agreement as of the date of the Sale.
The foregoing requirements shall not apply to Secured Party or its affiliates, each of which is stipulated to be a Qualified Participant.
Disclaimer: The information being provided herein is for informational purposes only. No representation or warranty is made as to the accuracy or completeness of any information contained herein, including, without limitation, any information regarding the condition of the Property, the condition of title or Property descriptions.
Any documents and/or pictures posted herein or elsewhere on the RealINSIGHT Marketplace, (the "Website") are for informational purposes only, and may not represent the current condition of the Property or the condition of the Property at the time of sale. The posting of pictures herein or elsewhere on the Website does not constitute a guarantee that any items represented in the pictures will be present when the buyer takes possession of the Property.
You are encouraged to conduct your own due diligence and investigate all matters relating to the Property. It is recommended that you seek independent advice, including legal advice, to perform your due diligence and that you use good faith efforts in determining that the content of all information provided to or obtained by you is accurate.