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FIRST INSERTION
NOTICE OF DISPOSITION
OF COLLATERAL
PLEASE TAKE NOTICE that on Tuesday, January 29, 2013, at 10:00 a.m., Eastern Time (Daylight Savings Time), a public sale (the “Sale”) shall be conducted of a sixty (60%) percent membership interest in ACP Westshore Holdings Manager LLC, a Florida limited liability company (the “Company”) currently owned by Allen C. de Olazarra (the “Debtor”), which interest shall include, without limitation, (i) all securities, moneys or property representing dividends or interest on any of the foregoing membership interest, or representing a distribution in respect of the foregoing membership interest, or resulting from a split-up, revision, reclassification or other like change of the foregoing membership interest or otherwise received in exchange therefore, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the foregoing membership interest, (ii) all “accounts,” “general intangibles,” “instruments” and “investment property” (in each case as defined in the Uniform Commercial Code from time to time in effect in the State of Florida (“Code”)) constituting or relating to the foregoing membership interest, and (iii) all “proceeds” (as such term is defined in Article 9 of the Code and, in any event, shall include, without limitation, all dividends or other income from the foregoing membership interest, collections thereon or distributions with respect thereto) of any of the forgoing property of Debtor (collectively, the “Interest”). The Sale shall be conducted by open auction at the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., located at 150 West Flagler Street, Suite 2200, Miami, Florida 33130. Bidders for the Interest at the Sale must first (i) qualify as “accredited investors” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, by submitting a signed and completed Accredited Investor Representation, (ii) represent and warrant that they are acquiring the Interest for investment purposes and not with a view to distribution and (iii) pay a minimum deposit (the “Deposit”) in the amount of Two Hundred Fifty Thousand Dollars ($250,000) into escrow with the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. by way of a bank wire that is received by the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. no later than Monday, January 28, 2013 at 12:00 p.m., Eastern Time (Daylight Savings Time). After the Sale, any Deposit made by a bidder will be promptly returned to such bidder, except for the Deposit made by the highest bidder and the second highest bidder. Subject to the terms herein, the Interest shall be sold to the highest bidder for cash. The highest bidder will be required to deposit the full amount of its bid price, subject to a credit against its bid price for the Deposit, in escrow with the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. by way of a bank wire that is received by the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. no later than Wednesday, January 30, 2013, at 5:00 p.m., Eastern Time (Daylight Savings Time). If the highest bidder timely deposits the balance of the bid price in escrow by way of a bank wire that is received by the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. no later than Wednesday, January 30, 2013, at 5:00 p.m., Eastern Time (Daylight Savings Time), then the Deposit(s) made by the other bidder(s) shall be promptly returned to such bidder(s). If the highest bidder does not deposit the balance of its bid price in escrow by way of a bank wire that is received by the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. no later than Wednesday, January 30, 2013, at 5:00 p.m., Eastern Time (Daylight Savings Time), then (i) the Deposit made by the highest bidder shall be forfeited to the Secured Party (defined below), and (ii) the second highest bidder shall be notified that it is the winning bidder. If the second highest bidder receives the aforementioned notice, then the Interest shall be sold to the second highest bidder for cash and the second highest bidder shall be required to deposit the full amount of its bid price, subject to a credit against its bid price for the Deposit, in escrow with the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. by way of a bank wire that is received by the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. no later than Monday, February 4, 2013, at 5:00 p.m., Eastern Time (Daylight Savings Time). If the second highest bidder does not deposit the balance of its bid price in escrow by way of a bank wire that is received by the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. no later than Monday, February 4, 2013, at 5:00 p.m., Eastern Time (Daylight Savings Time), then the Deposit made by the second highest bidder shall be forfeited to the Secured Party. The purchased Interest may not be pledged, hypothecated, or otherwise encumbered in any manner whatsoever. The purchaser will be required to execute a counterpart to the limited liability company operating agreement for the Company. The Company owns an indirect beneficial interest in the unimproved real estate located in the Westshore Business District, Tampa Bay, Florida (the “Westshore Land”). Due to the fact that owners of the indirect beneficial interest in the Westshore Land, other than Debtor, have paid certain prior years' real estate taxes due for the Westshore Land, without any contribution of Debtor, the Debtor's Interest is subject to being diluted pursuant to the terms of the Company's operating agreement. The aforementioned rights of other owners of the indirect beneficial interest in the Westshore Land to dilute the Debtor's Interest shall expressly survive any Sale of the Interest. The Sale is being held to enforce the rights of the BSC Financial, LLC, a Florida limited liability company (the “Secured Party”). Secured party is holder of (i) that certain Promissory Note dated June 8, 2007 in the original principal amount of $2,000,000.00 made payable by Debtor to the order of City National Bank of Florida, a National Banking Corporation (“City National Bank”), as restated pursuant to that certain Restated Promissory Note executed on June 9, 2008, and effective as of April 23, 2008, made payable by Borrower to the order of City National Bank in the original principal amount of $2,000,000.00, as modified by that certain Modification of Promissory Note Agreement dated November 25, 2008 by and between Borrower and City National Bank and that certain Modification of Promissory Note Agreement dated February 5, 2010 by and between Borrower and City National Bank (as restated and modified, the “Note”), which Note is secured by, among other things, the Interest pursuant to that certain Pledge Agreement (the “Pledge Agreement”) made by Debtor in favor of City National Bank; and (ii) that certain Final Judgment in the amount of $1,206,350.77, plus interest accruing from July 19, 2012, entered into on July 19, 2012 in connection with that certain case styled as City National Bank, as plaintiff, v. Debtor, et. al., as defendants, as Case No. 11-28519-CA-04 in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Circuit Civil Division (the “Final Judgment”). City National Bank has previously assigned all of its right, title and interest in and to, among other things, the Note, the Pledge Agreement and the Final Judgment to Secured Party. The opening bid at the Sale will be a Two Hundred Fifty Thousand Dollars ($250,000) credit bid to be made by the Secured Party. The Secured Party disclaims any and all warranties relating to the title, possession, or quiet enjoyment of the Interest. Interested parties who would like additional information regarding the Interest, the Westshore Land, bidder qualifications, payment of the Deposit or the Sale (“Additional Information”) should contact Jason Post, Esq., attorney for the Secured Party, at (305) 789-3432. Interested parties will be required to execute and deliver a Confidentiality Agreement in a form that is acceptable to the Secured Party, in its commercially reasonable discretion, prior to receiving any Additional Information and agree to reimburse the Secured Party for any reasonable expenses associated with reproducing and delivering any Additional Information. The Secured Party may cancel the Sale at any time without notice, and in the event that the Interest is sold to an affiliate of the Secured Party before the date set for the Sale, then the Sale will automatically be deemed to be canceled. If the Sale is cancelled for any reason, any Deposits actually received into escrow by the Law Offices of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. will be returned to the respective potential bidders that made the Deposits, if any.
#2590581 36243-0039
January 11, 2013 13-00440H