100% of SHPC Holdings I, LLC’s interests in
Seeman Holtz Property & Casualty, LLC
representing a majority of the outstanding interests in
Seeman Holtz Property & Casualty, LLC
PLEASE TAKE NOTICE that on Monday, June 14, 2021, at 10:00 a.m. (ET) at the offices of Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware, 19801, there will be sold at public sale (the “Sale”), on the terms set forth below, all right, title, and interest of SHPC Holdings I, LLC, a Delaware limited liability company (“Pledgor”), in the following property (the “Auctioned Collateral”), whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence: (a) 100% of the equity interest in Seeman Holtz Property and Casualty, LLC, a Delaware limited liability company (“Borrower”), held by Pledgor, together with the certificates (if any) evidencing the same (the “Pledged Equity”), such Pledged Equity representing a majority of the outstanding equity interests in Borrower; (b) all ownership interests, limited liability company interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Pledged Equity, or otherwise received in exchange therefor, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Equity; (c) all rights of Pledgor under Borrower’s governance documents or any other agreement or instrument relating to the Pledged Equity, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions with respect to the Pledged Equity due and to become due under or pursuant to Borrower’s governance documents, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Equity, (iii) all voting and consent rights of Pledgor in respect of the Pledged Equity or under Borrower’s Governance Documents, or to participate in the management of Borrower, (iv) all claims of Pledgor for damages arising out of or for breach of or default under Borrower’s governance documents, and (v) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (d) all other legal, beneficial or economic right, title or interest, whether fixed or contingent, whether arising under Borrower’s governance documents, under applicable laws or otherwise, in and to the foregoing; (e) all “accounts,” “general intangibles,” “instruments,” and “investment property” (in each case as defined in the Uniform Commercial Code) constituting or relating to the foregoing; and (f) all proceeds of and to any of the property of Pledgor described in clauses (a) through (e) above and, to the extent related to any property described in said clauses or such proceeds, all books and records (in whatever form or media, whether tangible or electronic, together with related software, and including all “records,” as defined in the Uniform Commercial Code) relating to or evidencing any of the foregoing. At the Sale, the Auctioned Collateral will be offered as a single block to a single purchaser, will not be split up or broken down, and will be subject to transfer restrictions and certificate legends to comply with applicable laws. Such Auctioned Collateral includes limited liability company interests that have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified under the securities laws of any state, and may not be sold, transferred, or otherwise disposed of unless registered and qualified in accordance with applicable laws or in compliance with an applicable exemption thereto. This notice does not constitute an offer for sale of the Auctioned Collateral in any jurisdiction in which such an offer is contrary to law. The Sale has not been and will not be registered under the Securities Act and is being made in reliance upon federal and state exemptions for transactions not involving a public offering. The Sale will be conducted by HSCM Bermuda Fund Ltd., a Bermuda corporation (the “Secured Party”), pursuant to Article 9 of Subtitle I (“Uniform Commercial Code”) of Title 6 of the Delaware Code and bidding requirements that have been established by the Secured Party. A copy of such bidding requirements can be obtained by contacting Heidi Lipton at Rock Creek Advisors ([email protected]) and/or Tim Peach at Rock Creek Advisors ([email protected]) or by visiting https://www.rockcreekfa.com/seeman-holtz-property-casualty/, for additional details and information. The bidding requirements require, among other things, that a potential bidder provide certain information at least five (5) business days prior to the Sale. Only persons that fully comply with the bidding requirements will be permitted to bid at the Sale.
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