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NOTICE OF UCC PUBLIC AUCTION SALES
PLEASE TAKE NOTICE, that in accordance with the applicable provisions of the Uniform Commercial Code of the State of New York, FORTRESS CREDIT CORP., a Delaware corporation (the "Secured Party"), will sell at two separate public auctions: (1) at the first of the two public sales (the "CRE Public Sale"), first (a) individually, in separate sales, each of the following (i) the 100% limited liability company interest (the "DCOTA Interest") held by Cohen Realty Enterprises LLC ("CRE") in DCOTA COHEN HOLDINGS LLC, a Delaware limited liability company ("DCOTA Holdings"), (ii) the 100% limited liability company interest (the "Le Meridien Interest") held by CRE in COHEN DANIA BEACH HOTEL HOLDINGS LLC, a Delaware limited liability company ("Cohen Dania Beach"), (iii) collectively, (I) the 99% limited liability company interest (the "Doral Westchester Project Interest") held by COHEN WESTCHESTER PROJECT LLC, a New York limited liability company in COHEN ANDERSON HILL LLC, a New York limited liability company ("Cohen Anderson Hill"), and (II) the 1% limited liability company interest (the "Doral Westchester Management Interest", and, together with the Doral Westchester Project Interest, collectively, the "Doral Interest") held by COHEN WESTCHESTER MANAGEMENT LLC, a New York limited liability company in Cohen Anderson Hill, (iv) the 100% limited liability company interest (the "Curzon Interest") held by CRE in COHEN INTERNATIONAL EXHIBITION COMPANY LLC, a Delaware limited liability company ("Curzon"), and (v) the 100% limited liability company interest (the "Landmark Interest" and together with the DCOTA Interest, the Le Meridien Interest, the Doral Interest and the Curzon Interest, collectively, "Subsidiary LLC Interests") held by CRE in COHEN EXHIBITION COMPANY LLC, a Delaware limited liability company ("Landmark"); then, (b) collectively, any of the unsold foregoing Subsidiary LLC Interests, in a single, bulk sale (the "Bulk Sale"); and (2) subsequently, in the second of the two public sales (the "BevCo Public Sale") the 100% equity interest (the "BevCo Equity Interest") held by CINEMA BEVERAGE HOLDCO LLC, a Delaware limited liability company (the "BevCo Pledgor"), in WSH HOLDCO, INC., a Texas corporation (the "BevCo Pledged Entity"). The Subsidiary LLC Interests secure indebtedness owing by CRE and affiliates of CRE to Secured Party in an amount of not less than $577,183,691.44 plus unpaid interest and fees, attorneys' fees and other charges including the costs to sell Subsidiary LLC Interests (the "CRE Debt"). The BevCo Equity Interest secures indebtedness owing by BevCo Pledgor to Secured Party in an amount of not less than $1,458,536.11 plus unpaid interest and fees, attorneys' fees and other charges including the costs to sell the Bevco Equity Interest (the "BevCo Debt").
1. With respect to the CRE PUBLIC SALE, both the individual sales and Bulk Sale, upon information and belief of Secured Party, without any official representations or warranties, the principal assets of the Subsidiary LLC Interests are more generally described as follows:
(a) DCOTA Holdings: A 100% interest in The Design Center of The Americas ("DCOTA"). DCOTA is located at 1855 Griffin Road, Dania Beach, FL 33004, which is, pursuant to its website, "the leading design resource center serving design professionals in South Florida and the region." DCOTA consists of three four-story buildings, originally constructed in 1988 and 2000, collectively comprising approximately 777,330 square feet and sitting on approximately 31.38 acres.
(b) Cohen Dania Beach: A 100% interest in Le Meridien Dania Beach at Fort Lauderdale Airport ("Le Meridien"). This Marriot-branded hotel is located at 1825 Griffin Road, Dania Beach, FL 33004, just steps from Fort Lauderdale Airport and DCOTA. Le Meridien consists of one twelve-story building containing approximately 196,412 square feet and 245 guestrooms, in addition to various amenities including meeting rooms, a business center, fitness center, restaurants, bar areas, a conference room and ballrooms. Le Meridien was originally constructed in 1986 and sits on approximately 11.26 acres.
(c) Cohen Anderson Hill: A 100% interest in a real property development site located at the former location of the now-closed Doral Arrowwood Golf Club and Resort, with an address of 975 Anderson Hill Road, Rye Brook, NY 10573 and No # King Street, Greenwich, CT 06830 (the "Doral Site"). The Doral Site consists of approximately 89 acres according to the current owner, and the structures on the site are in the process of being demolished.
(d) Landmark: A 100% interest in Landmark Theatres ("Landmark Theatres"), which is one of the largest U.S. theatre chains dedicated to exhibiting independent and foreign films and operates approximately thirty leased and owned movie theatres throughout the United States. Specifically, Landmark Theatres owns three (3) movie theatres: (i) Nickelodeon Theatre (currently closed), located in downtown Santa Cruz, CA, at 210 Lincoln Street, Santa Cruz, CA 95060, (ii) Landmark Crest Cinema Center, located in Shoreline, WA, just ten (10) miles north of the city center of Seattle, WA at 16505 5th Avenue N.E., Shoreline, WA 98105, and (iii) The Ritz Five Theatre, located in prime Old City Philadelphia at 214-220 Walnut Street, Philadelphia, PA 19106.
(e) Curzon: A 100% interest in Curzon Cinemas ("Curzon Cinemas"), which is a well-respected cinema brand that operates in the United Kingdom, with 17 leased cinemas across London, the surrounding suburbs, and other cities. Curzon Cinemas is engaged in three core business lines: (i) exhibition of film productions across its cinema network; (ii) film distribution to cinemas, retail and TV stations in the UK; and (iii) operating an on-demand digital channel showcasing day-and-date and exclusive films online.
2. With respect to the BEVCO PUBLIC SALE, upon information and belief, without any official representations or warranties, the principal asset of the BevCo Pledged Entity is the concession business of Landmark Theatres.
The two Public Sales will be held consecutively on November 8, 2024, starting at 12:00 p.m. Eastern Time, by virtual bidding via Zoom and in-person in the offices of Kirkland & Ellis LLP located at 601 Lexington Ave., New York, NY 10022. The URL address and password for the online video conference will be provided to all confirmed participants that have properly registered for any of the Public Sales. The Public Sales will be conducted by auctioneer Matthew D. Mannion, of Mannion Auctions, LLC, New York City Division of Consumer Affairs Licensed Auctioneer, License No. 1434494.
At the Public Sales, Secured Party reserves the right to: (i) as to the Subsidiary LLC Interests, in both the individual sales and the Bulk Sale, credit bid up to the amount of the CRE Debt, and as to the BevCo Equity Interest, credit bid up to the amount of the BevCo Debt; (ii) set minimum price(s) for the BevCo Equity Interest; (iii) reject bids, in whole or in part; (iv) cancel or adjourn the Public Sales, in whole or in part; and (v) establish and modify from time to time the terms and conditions of the Public Sales ("Terms of Public Sale") which shall comply with all restrictions and obligations pursuant to (1) with respect to the CRE Public Sale: (i) that certain Loan Agreement, dated as of September 15, 2022, by and among the Secured Party, CRE, and the other parties party thereto, as amended by that certain Amendment No. 1 to Loan Agreement and Carry Shortfall Guaranty, dated as of May 12, 2023, as amended by that certain Amendment No. 2 to Loan Agreement and Payment Guaranty, dated as of July 24, 2023, as amended by that certain Amendment No. 3 to Loan Agreement, dated as of September 14, 2023 and as further amended by that certain Amendment No. 4 to Loan Agreement and Carry Shortfall Guaranty, dated as of November 15, 2023, (ii) that certain Guaranty and Security Agreement, dated as of September 15, 2022, by and among the Secured Party, CRE, and the other parties party thereto, and (iii) that certain Debenture, dated as of September 16, 2022, by and among the Secured Party, Cohen Curzon Media Group Limited, a private limited liability company incorporated in England and Wales with registered number 12349129 and the other parties party thereto, and (2) with respect to the BevCo Public Sale: (i) that certain Loan Agreement, dated as of September 15, 2022, by and among the Secured Party, the BevCo Pledgor, the BevCo Pledged Entity and the other parties party thereto and (ii) that certain Guaranty and Security Agreement, dated as of September 15, 2022, by and among the Secured Party, the BevCo Pledgor, the BevCo Pledged Entity and the other parties party thereto.
Prospective and winning bidder(s) will be required to represent in writing to Secured Party that they will adhere to the Terms of Public Sale and are purchasing the applicable Subsidiary LLC Interests or BevCo Interests for their own account, not acquiring them with a view toward the sale or distribution thereof and will not resell the Subsidiary LLC Interests or BevCo Interests acquired unless pursuant to a valid registration under applicable federal and/or state securities laws, or a valid exemption from the registration thereunder. The Subsidiary LLC Interests or BevCo Interests have not been registered under such securities laws and cannot be sold by the winning bidder(s) without registration or application of a
valid exemption. The Subsidiary LLC Interests or BevCo Interests will be offered for sale at the Public Auctions "as-is, where-is", and there are no express or implied warranties or representations relating to title, possession, quiet enjoyment, merchantability, fitness, or the like as to the Subsidiary LLC Interests or BevCo Interests. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY, THE DISPOSITION ASSETS TO OR FROM ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.
Pursuant to the Terms of Sale for each Public Sale, an earnest money deposit (the "Deposit") in the form of a money order, certified or cashier's check or wire transfer will be required pursuant to the instructions provided by escrow agent identified by the Secured Party prior to the Public Sale date (the "Escrow Agent"), equal to the following amounts: (a) in the case of a prospective bid on the Subsidiary LLC Interests, the Deposit amount or Deposit amounts assigned to the respective Subsidiary LLC Interest or Subsidiary LLC Interests on which the prospective bidder intends to bid, (b) in the case of a prospective bid in the Bulk Sale $16,050,000, and (c) in the case of a prospective bid on the BevCo Equity Interest, $41,000. Each Public Sale will conclude when Secured Party determines that it has received the highest or otherwise best bid from a qualified bidder (the "Successful Bid") for each Public Sale. Within three (3) business days of being determined the "Successful Bidder" for each Public Sale, the Successful Bidder shall increase the Deposit amount so that it equals ten percent (10%) of the Successful Bid by wire transfer to the Escrow Agent. Not sooner than twenty (20) days and not later than thirty (30) days (or at such later date as Secured Party may determine) after the Secured Party's acceptance of the Successful Bid, the Successful Bidder (other than Secured Party) shall pay the full amount of the Successful Bid minus the Deposit (as increased pursuant to the foregoing sentence) by wire transfer to an account specified by the Escrow Agent, as directed by the Secured Party.
Parties interested in bidding on the Subsidiary LLC Interests or BevCo Interests must contact Secured Party's advisor Brock Cannon of Newmark Loan Sale Advisory Group ("Advisor"), via email at Brock.Cannon@nmrk.com. Upon execution of a standard non-disclosure agreement, additional documentation and information will be available. Interested parties who do not contact Advisor and do not register by November 1, 2024 at 5:00 p.m. Eastern Time will not be permitted to participate in bidding at the Public Sales. Show more »