UCC PUBLIC SALE NOTICE
UCC PUBLIC SALE NOTICE
UCC PUBLIC SALE NOTICE
PLEASE TAKE NOTICE THAT Jones Lang LaSalle Brokerage, Inc. ("JLL"), on behalf of ECDF Sub LLC (the "Secured Party") will offer for sale at public auction ("Sale") 100% of the common interests (the "Interests") held by Rancho Village Partners, LLC (the "Pledgor") in NOLA Sky JV, LLC, a Delaware limited liability company (the "Pledged Entity") as set forth in that certain Pledge and Security Agreement, dated as of March 31, 2024 (the "Pledge Agreement"), together with certain rights and property representing, relating to, or arising from the Interests (collectively, the "Collateral").
The Sale will take place on June 24, 2025 at 2:30 p.m. Eastern Time in compliance with Uniform Commercial Code Section 9-610 (i) in person at the offices of Moritt Hock & Hamroff LLP, 1407 Broadway, 39th Floor New York, NY 10018 and (ii) virtually via online video conference. The URL address and password for the online video conference will be provided to all registered participants.
The Sale is being made in connection with the foreclosure on a pledge of the Collateral to the Secured Party by Pledgor under the Pledge Agreement, pursuant to which Pledgor has granted to Secured Party a first priority lien on the Collateral as collateral for certain Recourse Obligations (as such term is defined in that certain Limited Liability Company Agreement of NOLA Sky JV, LLC dated as of March 31, 2024 executed by Pledgor and Secured Party (the "Operating Agreement")). It is the understanding of Secured Party (but without representation or warranty of any kind by Secured Party as to the accuracy of the following) that Pledgor is in default of its obligations under the Operating Agreement.
It is the understanding of Secured Party (but without representation or warranty of any kind by Secured Party as to the accuracy of the following) that (i) the Pledgor owns the Pledged Interests, (ii) the Pledged Interests constitute the principal asset of the Pledgor, (iii) Secured Party owns 100% of the preferred interests in Pledged Entity (the "Preferred Interests") and is the preferred member under the Operating Agreement; (iv) the Preferred Interests are not included in the Sale; (v) the Sale will not modify or extinguish the Preferred Interests and attendant rights under the Operating Agreement, which are and will remain senior to the Pledged Interests and attendant rights under the Operating Agreement; (vi) Pledged Entity is the sole member and manager of RVP Phase 1 Mezz, LLC, a Delaware limited liability company; (vii) RVP Phase 1 Mezz, LLC owns 100% of the limited liability company interests in the RVP Phase 1, LLC, a Delaware limited liability company (the "Property Owner"), (viii) the Property Owner is the owner of the real property located at 2705 Rancho Drive, Las Vegas, NV 89130 and certain related rights, and (ix) the Property is encumbered by a mortgage lien granted by the Property Owner as security for a mortgage loan (the "Mortgage Loan") made pursuant to that certain Loan Agreement, dated as of June 3, 2022 and amended from time to time (the "Mortgage Loan Agreement").
An online datasite for the Sale (the "Datasite") is available at the following link:
www.2705NRanchoDriveLasVegasUCCSale.com. The Datasite will include certain relevant information that Secured Party possesses concerning the Pledgor, the Pledged Entity, the Collateral, and the Mortgage Loan (collectively, the "Disclosed Materials") as well as the Terms of Sale for Public Auction relating to the Sale of the Collateral (the "Terms of Sale"). Access to such information will be conditioned upon execution of a confidentiality agreement which 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.
The Interests will be offered in a single lot. The Interests are being sold strictly on an "AS IS AND WHERE IS" BASIS, AND (i) WITHOUT ANY REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESSED OR IMPLIED) OF ANY KIND MADE BY THE SECURED PARTY (OR ANY OTHER PERSON ACTING FOR OR ON BEHALF OF THE SECURED PARTY), INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE EXISTENCE OR NONEXISTENCE OF OTHER LIENS, THE QUANTITY, QUALITY, CONDITION OR DESCRIPTION OF THE INTERESTS, THE PROPERTY, AND/OR THE VALUE OF ANY OF THE FOREGOING, AND (ii) WITHOUT ANY RECOURSE WHATSOEVER AGAINST THE SECURED PARTY (OR ANY OTHER PERSON ACTING FOR OR ON BEHALF OF THE SECURED PARTY). Without limiting the foregoing, any purchaser must purchase the Interests subject to requirements of the Mortgage Loan Agreement and the governing documents of the Pledged Entity (including its Operating Agreement).
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 complying with: (1) the Mortgage Loan Agreement and other Mortgage Loan documents, including without limitation in each case any requirements contained therein for a sale and transfer of the Collateral, (2) the Pledged Entity's governing documents, and (3) the Terms of Sale.
The Secured Party reserves the right to require a showing of financial ability from prospective bidders prior to the date of the Sale. If a prospective bidder is a special purpose entity or an entity with creditworthiness that is, in the Secured Party's reasonable judgment, insufficient to support the requirements herein, the Secured Party reserves the right to require additional credit support in the form of a guaranty by a creditworthy affiliate of such prospective bidder or other appropriate credit support.
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.
Secured Party may, prior to the Sale described herein, assign all of its right, title and interest in and to the Pledge Agreement to an affiliate, and in the case of such assignment the assignee shall be considered the "Secured Party" for all purposes hereunder. Secured Party reserves the right to 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, recording fees, stamp duties and similar taxes as may be required to be paid under applicable law in connection with the purchase of the Collateral.
For questions and inquiries, please contact
Mark Winter
at
Jones Lang LaSalle Brokerage, Inc., NV RE License # BS.1002282, Telephone No.:
(310) 407-2118, Email:
2705NRanchoDriveLasVegasUCCSale@jll.com
UCC PUBLIC SALE NOTICE
PLEASE TAKE NOTICE THAT Jones Lang LaSalle Brokerage, Inc. ("JLL"), on behalf of ECDF Sub LLC (the "Secured Party") will offer for sale at public auction ("Sale") 100% of the common interests (the "Interests") held by Rancho Village Partners, LLC (the "Pledgor") in NOLA Sky JV, LLC, a Delaware limited liability company (the "Pledged Entity") as set forth in that certain Pledge and Security Agreement, dated as of March 31, 2024 (the "Pledge Agreement"), together with certain rights and property representing, relating to, or arising from the Interests (collectively, the "Collateral").
The Sale will take place on June 24, 2025 at 2:30 p.m. Eastern Time in compliance with Uniform Commercial Code Section 9-610 (i) in person at the offices of Moritt Hock & Hamroff LLP, 1407 Broadway, 39th Floor New York, NY 10018 and (ii) virtually via online video conference. The URL address and password for the online video conference will be provided to all registered participants.
The Sale is being made in connection with the foreclosure on a pledge of the Collateral to the Secured Party by Pledgor under the Pledge Agreement, pursuant to which Pledgor has granted to Secured Party a first priority lien on the Collateral as collateral for certain Recourse Obligations (as such term is defined in that certain Limited Liability Company Agreement of NOLA Sky JV, LLC dated as of March 31, 2024 executed by Pledgor and Secured Party (the "Operating Agreement")). It is the understanding of Secured Party (but without representation or warranty of any kind by Secured Party as to the accuracy of the following) that Pledgor is in default of its obligations under the Operating Agreement.
It is the understanding of Secured Party (but without representation or warranty of any kind by Secured Party as to the accuracy of the following) that (i) the Pledgor owns the Pledged Interests, (ii) the Pledged Interests constitute the principal asset of the Pledgor, (iii) Secured Party owns 100% of the preferred interests in Pledged Entity (the "Preferred Interests") and is the preferred member under the Operating Agreement; (iv) the Preferred Interests are not included in the Sale; (v) the Sale will not modify or extinguish the Preferred Interests and attendant rights under the Operating Agreement, which are and will remain senior to the Pledged Interests and attendant rights under the Operating Agreement; (vi) Pledged Entity is the sole member and manager of RVP Phase 1 Mezz, LLC, a Delaware limited liability company; (vii) RVP Phase 1 Mezz, LLC owns 100% of the limited liability company interests in the RVP Phase 1, LLC, a Delaware limited liability company (the "Property Owner"), (viii) the Property Owner is the owner of the real property located at 2705 Rancho Drive, Las Vegas, NV 89130 and certain related rights, and (ix) the Property is encumbered by a mortgage lien granted by the Property Owner as security for a mortgage loan (the "Mortgage Loan") made pursuant to that certain Loan Agreement, dated as of June 3, 2022 and amended from time to time (the "Mortgage Loan Agreement").
An online datasite for the Sale (the "Datasite") is available at the following link:
www.2705NRanchoDriveLasVegasUCCSale.com. The Datasite will include certain relevant information that Secured Party possesses concerning the Pledgor, the Pledged Entity, the Collateral, and the Mortgage Loan (collectively, the "Disclosed Materials") as well as the Terms of Sale for Public Auction relating to the Sale of the Collateral (the "Terms of Sale"). Access to such information will be conditioned upon execution of a confidentiality agreement which 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.
The Interests will be offered in a single lot. The Interests are being sold strictly on an "AS IS AND WHERE IS" BASIS, AND (i) WITHOUT ANY REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESSED OR IMPLIED) OF ANY KIND MADE BY THE SECURED PARTY (OR ANY OTHER PERSON ACTING FOR OR ON BEHALF OF THE SECURED PARTY), INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE EXISTENCE OR NONEXISTENCE OF OTHER LIENS, THE QUANTITY, QUALITY, CONDITION OR DESCRIPTION OF THE INTERESTS, THE PROPERTY, AND/OR THE VALUE OF ANY OF THE FOREGOING, AND (ii) WITHOUT ANY RECOURSE WHATSOEVER AGAINST THE SECURED PARTY (OR ANY OTHER PERSON ACTING FOR OR ON BEHALF OF THE SECURED PARTY). Without limiting the foregoing, any purchaser must purchase the Interests subject to requirements of the Mortgage Loan Agreement and the governing documents of the Pledged Entity (including its Operating Agreement).
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 complying with: (1) the Mortgage Loan Agreement and other Mortgage Loan documents, including without limitation in each case any requirements contained therein for a sale and transfer of the Collateral, (2) the Pledged Entity's governing documents, and (3) the Terms of Sale.
The Secured Party reserves the right to require a showing of financial ability from prospective bidders prior to the date of the Sale. If a prospective bidder is a special purpose entity or an entity with creditworthiness that is, in the Secured Party's reasonable judgment, insufficient to support the requirements herein, the Secured Party reserves the right to require additional credit support in the form of a guaranty by a creditworthy affiliate of such prospective bidder or other appropriate credit support.
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.
Secured Party may, prior to the Sale described herein, assign all of its right, title and interest in and to the Pledge Agreement to an affiliate, and in the case of such assignment the assignee shall be considered the "Secured Party" for all purposes hereunder. Secured Party reserves the right to 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, recording fees, stamp duties and similar taxes as may be required to be paid under applicable law in connection with the purchase of the Collateral.
For questions and inquiries, please contact
Mark Winter
at
Jones Lang LaSalle Brokerage, Inc., NV RE License # BS.1002282, Telephone No.:
(310) 407-2118, Email:
2705NRanchoDriveLasVegasUCCSale@jll.com
Posted Online 12 hours ago
