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FIRST INSERTION
NOTICE OF PUBLIC FORECLOSURE SALE
NOTICE IS HEREBY GIVEN THAT ON APRIL 14, 2014 AT 10:00 A.M. EASTERN TIME, Boathouse Capital LP, a Delaware limited partnership (“Boathouse”), as secured creditor, will offer to sell, or cause to be sold, at a public sale conducted in accordance with the provisions of applicable law (the “Public Sale”), at the law offices of Bilzin Sumberg Baena Price & Axelrod LLP (“Bilzin Sumberg”), 1450 Brickell Avenue, Suite 2300, Miami, Florida 33131, all of the right, title and interest of Peninsula Transportation Group, LLC, a Delaware limited liability company (“Peninsula”) in the membership interests (the “Membership Interests”) in PTG Enterprises, LLC, a Florida limited liability company (“PTG”).
The Membership Interests are pledged to Boathouse to secure the indebtedness (the “Indebtedness”) of PTG to Boathouse under that certain Promissory Note (the “Note”) executed by PTG in favor of Boathouse, dated September 16, 2010, in the original principal amount of $8,700,000.00, which Note is secured by that certain Pledge Agreement, dated September 16, 2010 (the “Pledge Agreement”), executed by Peninsula and the other pledgors named therein in favor of Boathouse (the Note and the Pledge Agreement are collectively referred to herein as the “Loan Documents”). Borrower has defaulted on its obligations under the Loan Documents. As of March 31, 2014, the amount of the Indebtedness is at least $10,308,474. (The term “Indebtedness” includes all amounts owing under the Loan Documents, including without limitation principal, interest, including interest at the default rate, late fees, exit fees and attorney's fees and costs.)
To the best of Boathouse's knowledge, PTG is the sole owner of the membership interests in (i) Northern Florida Transportation Group, LLC, a Florida limited liability company, (ii) Peninsula Propane Services, LLC, a Florida limited liability company, (iii) Florida Gulf Coast Transportation, LLC, a Florida limited liability company, (iv) Taxi Top Media, LLC, a Florida limited liability company, and (v) Southeastern Florida Transportation Group, LLC, a Florida limited liability company (collectively, the “Subsidiaries”). BOATHOUSE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER PTG CONTINUES TO OWN THE SUBSIDIARIES OR THE FINANCIAL OR OPERATING CONDITION OF THE SUBSIDIARIES.
The Membership Interests will be offered and sold, as is, where is, at the Public Sale pursuant to the appropriate provisions of applicable law. The Membership Interests will be sold as a single block and will not be sold individually, subdivided or broken up. Only the following persons or entities may bid for the Membership Interests at the Public Sale: (i) residents of states, or entities organized under the laws of states, that have enacted securities laws containing registration exemptions for foreclosure sales of securities and who agree, if they are the successful bidder, to give Boathouse the Investment Letter (as hereinafter defined), and (ii) Boathouse, its successors and assigns or an affiliate of Boathouse. Any party which meets these requirements and wishes to make an offer for the Membership Interests at the Public Sale may do so; parties which do not meet these requirements will not be permitted to bid. With the exception of any credit bid by Boathouse, its successors and assigns or an affiliate of Boathouse, all offers must be for cash and contain no contingencies that are unsatisfactory to Boathouse, and must have a closing date of no later than 5:00 p.m. on April 21, 2014.
As used herein, the term “Investment Letter” shall mean a letter from the purchaser of the Membership Interests that acknowledges and represents to Boathouse (or Boathouse shall certify same if it is the purchaser) in writing that: (i) the purchaser (either alone or with such purchaser's attorneys, accountants or other advisors) possesses the requisite business and investment knowledge and experience to effectively evaluate the potential risks and merits of the investment, (ii) the purchaser has sufficient financial ability and net worth to bear the economic risk of the investment, (iii) the purchaser is aware of the fact that the Membership Interests have not been registered under the Securities Act of 1933 (the “Act”) or applicable state securities law, (iv) the Membership Interests are being acquired as an investment for the purchaser's own account and not with a view to the sale or distribution thereof, (v) the Membership Interests will not be resold unless the Membership Interests are registered under the Act and applicable state securities laws or there exist valid exemptions from such registration requirements, and (vi) certificates evidencing the Membership Interests to be received by the purchaser will bear a legend to the effect that the Membership Interests represented thereby are not registered under the Act or under any state securities laws and may not be sold or transferred without registration under the Act and applicable state securities laws or the availability of valid exemptions from such registration requirements.
Any purchaser of the Membership Interests at the Public Sale will be required to provide an Investment Letter to Boathouse. If the successful bidder refuses to provide an Investment Letter acceptable to Boathouse, in Boathouse's sole discretion, such party's bid will be rejected. Further, any party wishing to bid shall deliver a certified or cashier's check in the amount of $100,000 prior to the commencement of bidding to serve as a non-refundable earnest money deposit (as to the successful bidder only) with the closing to occur no later than 5:00 p.m. on April 21, 2014, at the offices of Bilzin Sumberg.
One or more certificates evidencing ownership of the Membership Interests sold pursuant to the Public Sale will be issued to the purchaser of same. The Membership Interests will bear a legend stating that the Membership Interests are not registered under the Act or under any state securities laws and may not be sold or transferred without registration under the Act and applicable state securities laws or the availability of valid exemptions from such registration requirements.
Prospective purchasers should be aware that various agreements may significantly limit or restrict the rights of a purchaser of the Membership Interests, or create rights for Pledgor's other creditors and/or parties who have relationships with PTG and/or Pledgor upon the sale of the Membership Interests. Prospective purchasers should carefully review such documents and make any other investigation deemed necessary before purchasing the Membership Interests at the Public Sale. As more fully set forth below, all such documents in the possession of Boathouse shall be made available for review and inspection, by appointment, at the offices of Boathouse's counsel, Bilzin Sumberg.
If the terms of one or more cash offers received at the Public Sale for the Membership Interests are satisfactory to Boathouse, in Boathouse's sole discretion, Boathouse will accept the highest and best cash offer for the Membership Interests made at the Public Sale, apply any sale proceeds received for such Membership Interests to the Indebtedness, in accordance with applicable law, and remit any surplus over the amount of the Indebtedness to the parties entitled thereto, in accordance with applicable law. If no cash offer satisfactory to Boathouse is received, Boathouse expressly reserves the right to (i) withdraw the Membership Interests from the Public Sale, or (ii) credit or otherwise bid, with or without contingencies, for the Membership Interests at the Public Sale or at any adjournments thereof. In any event, PTG and Pledgor will be liable for any deficiency in respect of the Indebtedness due Boathouse existing after the sale or disposition of the Membership Interests.
Boathouse may cancel or adjourn the Public Sale or cause the Public Sale to be canceled or adjourned from time to time, without written notice or further publication, by announcement at the time and place appointed for the Public Sale, or any adjournments thereof, and the Public Sale may be resumed without further notice or publication at the time and place to which the Public Sale may have been so adjourned.
In the event that Boathouse is not the successful bidder, the Public Sale will be kept open after the successful bid for the Membership Interests, if any, is accepted, until payment in full and an Investment Letter acceptable to Boathouse, in Boathouse's sole discretion, have been received by Boathouse from the successful bidder. In the event of the failure to complete the Public Sale as provided herein, the Membership Interests may be sold at a reconvened sale without further publication.
ALL INFORMATION IN BOATHOUSE'S POSSESSION CONCERNING PLEDGOR, PTG, THE MEMBERSHIP INTERESTS, THE SUBSIDIARIES, AND ALL AGREEMENTS INVOLVING BOATHOUSE RELATED THERETO WILL BE MADE AVAILABLE TO ELIGIBLE PURCHASERS UPON REQUEST. PERSONS INTERESTED IN OBTAINING SUCH INFORMATION OR MAKING AN OFFER TO PURCHASE THE MEMBERSHIP INTERESTS SHOULD CONTACT JAY M. SAKALO, ESQ., IN CARE OF BILZIN SUMBERG BAENA PRICE & AXELROD LLP, 1450 BRICKELL AVENUE, SUITE 2300, MIAMI, FL 33131, PHONE: (305) 375-6156, FAX: (305) 351-2253, EMAIL: [email protected].
Dated: March 21, 2014.
March 28, 2014 14-00914C