PUBLIC NOTICE OF UCC ARTICLE 9 SALE: PHILLIPS AMSTERDAM II LLC

NOTICE OF AUCTION ADVISORS’ PUBLIC SALE ON BEHALF OF SECURED PARTY OF MEMBERSHIP INTERESTS IN PHILLIPS AMSTERDAM II LLC

UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE

1. PLEASE TAKE NOTICE that on April 29, 2025, starting at 11:00 a.m. Eastern Time, Auction Advisors, LLC, as Auctioneer, on behalf of Loan Originations LLC, a Delaware limited liability company (“Secured Party”), will offer for sale at a public auction under the Uniform Commercial Code, 100% of the limited liability company membership interests in:

PHILLIPS AMSTERDAM II LLC, a New York limited liability company (the “Borrower”).

Kelvin Lamont Phillips (“Phillips”) is the current owner of 100% of the membership interests in the Borrower.  To secure his obligations to Secured Party, among other actions, Phillips pledged to Secured Party a first-priority, perfected security interest in and to his membership interests in the Borrower.  

2. The sale will be conducted virtually via online video conference. Instructions on how to become a “qualified bidder” and attend the auction via online video conference are set forth in the Terms & Conditions of Auction which are available online at www.AuctionAdvisors.com or by contacting Joshua Olshin of Auction Advisors at:  [email protected] or 212 375 1222.  Qualified Bidders must be qualified by 12:00 PM on April 28, 2025.

Secured Party is and shall be a qualified bidder and shall be allowed to credit bid amounts due and owing to it by Phillips in connection with any bids it may make with respect to the membership interests in the Borrower.

3. The auction sale will be held to enforce the rights of Secured Party under the certain Security and Pledge Agreement and UCC financing statements identified on Schedule 1 hereto pursuant to which Phillips granted Secured Party’s predecessor in interest a security interest in, among other things, the membership interests in Borrower.

4. Qualified bidders shall be required to post a $100,000.00 good faith deposit prior to bidding, which deposit will be required to be increased to twenty five percent (25%) of the successful bid by the successful bidder on or prior to 12:00 NOON Eastern Time on May 1, 2025.  Secured Party shall not be required either to post a good faith deposit or to increase its deposit as aforesaid.  

5. The sale will be FINAL and on an “AS-IS, WHERE IS, WITH ALL FAULTS” basis and will be made WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER.  The membership interests owned by Phillips in the Borrower are unregistered securities under the Securities Act of 1933, and as such are subject to certain transfer restrictions.  The membership interests owned by Phillips in the Borrower will be sold as a single block.    

Secured Party reserves the right to establish all bidding procedures and requirements and to have prospective bidders reasonably demonstrate to the satisfaction of Secured Party that they are qualified investors and their ability to perform and close on the acquisition of the membership interests in the Borrower.  Secured Party reserves the right to credit bid at the sale.  Secured Party also reserves the right to adjourn, continue, or cancel the sale without further notice. Other terms and conditions of the sale are set forth in the Terms & Conditions.

6.You are entitled to an accounting of the unpaid indebtedness secured by the membership interests of Borrower that we intend to sell for no additional charge. You may request an accounting by calling Joshua Olshin of Auction Advisors at: 212-375-1222.

Certain additional but limited information available to Secured Party regarding the Borrower will be made available via a secure data room to prospective bidders who execute a non-disclosure agreement.  Such non-disclosure agreement, and other information and due diligence materials may be obtained by visiting www.AuctionAdvisors.com.  

Any interested bidder must satisfy the requirements to be a “qualified bidder” by no later than NOON Eastern Time on April 28, 2025.  

The auction of the Membership Interests will commence at 11:00 A.M. Eastern Time on April 29, 2025.  

Schedule 1

Ownership Interest Pledge Agreement

Ownership Interest Pledge Agreement dated as of September 23, 2024, executed by Phillips with respect to the Loan made to the Borrowers. 

UCC Filings

New Jersey