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Solar Energy and Electric Generating Systems and Other Personal Property of Cactus Solar I, LLC

PLEASE TAKE NOTICE that on December 15, 2023, at 11:00 a.m., Eastern Time, online via Zoom, a public sale shall be conducted of the personal and fixture property, whether previously, now or hereafter, securing the obligations of Cactus Solar I, LLC (the “Borrower” or “Debtor”) to The Wunder Company, on behalf of Lender (the “Lender”). A detail of such collateral subject to the Lender’s December 15, 2023 foreclosure sale (the “Sale Collateral”) is set forth below.

This sale is being held to enforce the rights of the Lender.

The Sale Collateral will be sold to the highest qualified bidder for cash, or the credit against outstanding indebtedness held by the Lender or for which the Lender is entitled by contract to bid. Please be advised that Lender, and any assignees of the Lender, reserve their right to credit bid, and may credit bid, at the public sale of the Sale Collateral. Lender will sell the Sale Collateral on terms acceptable to the Lender at its sole option, including, without limitation, sale terms that require providing satisfactory evidence of any licenses or permits required to purchase, own, or operate the Sale Collateral.

There will be no warranty made or provided relating to title, possession, quiet enjoyment, or the like in connection with the disposition. None of the Sale Collateral has been registered for sale under any federal or state securities or blue sky laws, and as such may only be sold or otherwise transferred by Lender or a purchaser of any Sale Collateral in accordance with applicable law.

To be a qualified bidder, a prospective bidder must, on or before 5:00 p.m. (ET time) on December 8, 2023, both: (i) contact counsel for the Lender at the e-mail address set forth below and provide the Lender’s counsel with current contact information and such adequate assurances of bidder’s ability to perform as the Lender may reasonably request; and (ii) provide the Lender’s counsel with a refundable cash deposit of at least one hundred fifty thousand dollars ($150,000) to secure any bids that the bidder may submit at auction. The Lender shall not be required to post any such deposit in order to participate in the auction. All deposits of qualified bidders, other than the successful bidder, will be refunded after the auction. The highest qualified bidder at the auction will be required to deposit the full amount of the bid price in escrow with Holland & Knight LLP by way of a bank wire that is received by Holland & Knight LLP, no later than December 14, 2023, at 4:00 p.m., ET time.

Interested parties who would like additional information should contact Brent R. McIlwain, counsel for the Lender, by e-mail at [email protected] or by phone at (214) 964-9481. ALL ASSETS SOLD AT THE FORECLOSURE SALE WILL BE SOLD ON AN “AS-IS, WHERE-IS” BASIS, WITH ALL FAULTS, AND NO WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, CONCERNING THE COLLATERAL FOR SALE IS BEING MADE BY THE LENDER OR ANY AGENT, ATTORNEY, OR REPRESENTATIVE OF THE LENDER.

Exhibit A – Collateral Subject to Sale

The Sale Collateral to be sold or disposed of in any one transaction may include any or all assets subject to Lender’s security interest, including, without limitation, any or all of the following assets in which the Debtor has or had any right, title or interest (as each such term
below is defined in the New York Uniform Commercial Code):

  1. All Assets- all goods (including inventory. equipment and accessions thereto), instruments (including promissory notes), documents, accounts and account, receivable, other receivables, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not evidenced by a writing), documents of title, policies, certificates of insurance, commercial tort claims, securities, all other investment property, supporting obligations, any other contract rights, insurance claims and proceeds, licenses, permits, authorizations and general intangibles (including payment intangibles).
  2. The Project – The property and assets, tangible or intangible, comprising the solar energy electric generating systems constructed or to be constructed at:
    1. 1655 W Frye Rd, Chandler, AZ 85224
    2. 7070 S Rural Rd, Tempe, AZ 85283
    3. 1030 E Liberty Ln, Phoenix, AZ 85048
    4. 222 E Olympic Dr, Phoenix, AZ 85042
    5. 4380 N 51st Ave, Phoenix, AZ 85031
    6. 3825 N 67th Ave, Phoenix, AZ 85033

Including any and all of the solar panels, racking, wiring, inverters, meters, other electrical components and other hardware or components, and all designs, materials, tools and equipment and other tangible or intangible goods owned by Debtor, in each
case that are integrated into or reasonably anticipated to be integrated into the Project or necessary for construction or to enable the solar energy electric generating system to deliver electric power to the site.

  1. Project Contracts – any agreements or other documents signed by Debtor or any contractor or vendor to Debtor providing for the scope, specification or cost of the Project, the respective rights and obligations of Debtor or any contractor or vendor to Debtor with respect to the construction or acquisition of the Project, the sale or other disposition of Power or Attributes and all other documents related to the Project, the Power, or the Attributes.
  2. Power – all electric power produced by the Project and generating capacity installed as part of the Project.
  3. Attributes – Characteristics or features of the Power or the Project whether or not identified or defined as such now or in the future, tangible or intangible, including any and all renewable energy credits or solar renewable energy credits, carbon trading offsets, distributed generation capacity, ancillary serviced to the electric grid or the electric systems at the Site and, to the extent lawful, investment, production or other tax credits.
  4. All proceeds of any of the foregoing, tangible or intangible, including any proceeds from payment for any loss under any insurance policy, in each case, where currently owned or thereafter acquired by Debtor, whether located and every kind description.

Capitalized terms not otherwise defined in this Exhibit A shall have the meanings ascribed to them that certain Loan and Security Agreement, dated as of March 29, 2018 (as amended, restated, supplemented, replaced, renewed or otherwise modified from time to time), by and between the Borrower and the Lender. Additional information concerning such defined terms may be obtained by contacting the Lender’s counsel, Brent McIlwain ([email protected]).

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