PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Pedavena Mould & Die Co., Inc.

NOTICE OF PUBLIC SALE OF CERTAIN ASSETS OF
PEDAVENA MOULD & DIE CO., INC.

PLEASE TAKE NOTICE that on January 30, 2024, at 1:00 p.m. prevailing Pacific time, R&R INVESTMENTS, LTD. (“Lender”) will conduct a virtual public sale and disposition (the “Sale”) of the assets owned by PEDAVENA MOULD & DIE CO., INC. (“Debtor”), in accordance with the provisions of the Colorado Revised Statutes § 4-9-101, et. seq., or other applicable Uniform Commercial Code provisions. The Sale will take place online via Microsoft Teams. Pre-qualified bidders may participate in the Sale online.

Description of assets to be sold: The assets to be sold consist of certain of the tangible and intangible assets used in the business of Debtor (“Assets”) as more fully described below.  Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Uniform Commercial Code as now enacted or hereafter in effect in the State of Colorado:

All assets of the Debtor including all personal property in which Debtor has an interest, whether now owned or hereafter acquired and wherever located, including, without limitation:

1. Accounts (including Health Care Receivables);
2. Money of every kind;
3. Certificated Securities;
4. Chattel Paper;
5. Commercial Tort Claims;
6. Deposit Accounts;
7. Documents
8. Electronic Chattel Paper;
9. Equipment;
10. Financial Assets;
11. General Intangibles;
12. Goods;
13. Instruments;
14. Inventory;
15. Investment Property;
16. Letter-of-Credit Rights;
17. Payment Intangibles;
18. Promissory Notes;
19. Securities Entitlements;
20. Software;
21. Supporting Obligations;
22. Tangible Chattel Paper;
23. Uncertificated Securities;
24. All of Debtor’s right, title and interest in and to all goods and other property, whether or not delivered
    1. the sale or lease of which gives or purports to give rise to any Account, including, but not limited to, all merchandise returned or rejected by or repossessed from customers, or
    2. securing any Account, including all of Debtor’s rights as an unpaid vendor or lienor, including stoppage in transit, replevin and reclamation with respect to such goods and other properties;
25. all guaranties and all mortgages on, or security interests in real or personal property, leases or other agreements or property;
26. all documents of title, policies and certificates of insurance, securities, chattel paper, and all other documents and instruments;
27. all files, correspondence, computer programs, tapes, discs and related data processing software (owned by Debtor or in which it has an interest) which contain information identifying or pertaining to any of the Assets or any account debtor, or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof; and
28. any and all products and proceeds of such Assets (including, but not limited to, any claims to any items referred to in this definition, and any claims of Debtor against third parties for loss of, damage to, or destruction of, any or all of the Assets or for proceeds payable under or unearned premiums with respect to policies of insurance) in whatever form, including cash, negotiable instruments and other instruments for the payment of money, chattel paper, security agreements or other documents.

The Assets being sold explicitly do NOT include the following personal property of Debtor:

1. Property subject to the UCC-1 Financing Statement in favor of Intech Funding Corp filed with the State of California Office of the Secretary of State on January 11, 2016 as Filing No. 16-7503559364, as amended or continued.
2. Property subject to the UCC-1 Financing Statement in favor of Leaf Capital Funding, LLC filed with the State of California Office of the Secretary of State on November 20, 2019 as Filing No. 19-7747580351, as amended or continued.
3. Property subject to the UCC-1 Financing Statement in favor of Leaf Capital Funding, LLC filed with the State of California Office of the Secretary of State on May 17, 2021 as Filing No. U210047057328.
4. Property subject to the UCC-1 Financing Statement in favor of Leaf Capital Funding, LLC filed with the State of California Office of the Secretary of State on March 25, 2022 as Filing No. U220178358133.

For a more specific list of the Assets, auction registration requirements, Microsoft Teams login and meeting information, or to arrange an inspection of the assets, please contact counsel for Lender (“Lender’s Counsel”) via telephone, email, or U.S. Mail as follows:

Michael Best & Friedrich LLP
ATTN: Joseph D. Brydges, Esq.
One South Pinckney Street, Suite 700
Madison, WI 53703
608.283.2262
[email protected]

Agreements pursuant to which the Sale is held:

1. that certain Term Secured Promissory Note dated as of June 24, 2023 in the principal amount of $3,017,000.00 evidencing a loan to Debtor from Lender (“Term Note”); and
2. that certain Line of Credit Secured Promissory Note dated as of June 24, 2023 in the principal amount of $1,200,000.00 evidencing a loan to Debtor from Lender (“Line Note”); and
3. that certain Security Agreement dated as of June 24, 2023 between Debtor and Lender as secured party (“Security Agreement”); and
4. any other documents, instruments or other writings previously executed by Debtor or any other obligor or grantor and delivered to Lender in connection with or relating to the Term Note, Line Note, or Security Agreement, together with all agreements, instruments and documents referred to therein or contemplated thereby, each as amended, restated or supplemented from time to time.

Terms of Sale. The Assets will be sold in one lot to the bidder with the highest or otherwise best bid, for cash, except as otherwise provided herein.  Bidders may appear virtually the auction to bid.    Successful bidder must pay the purchase price in good funds via wire transfer to Lender’s Counsel within twenty-four (24) hours of concluding the Sale.  If the successful bidder fails to pay the purchase price when due, the Assets or any portion thereof will be sold without further proceedings to the next highest bidder.  Lender reserves the right to credit bid any portion of the total amount due and owing it to purchase all or any portion of the Assets, need not make any cash payment so long as its credit bid does not exceed the total amount due and owing to it, and need not be in attendance at the Auction to bid.

Location of Sale. The Sale will be conducted virtually, via Microsoft Teams.  Login and dial-in information for the Sale are as follows:

Platform: Microsoft Teams
Platform Website: https://www.microsoft.com/en-us/microsoft-teams/download-app
Meeting ID: 270 735 259 318
Meeting Passcode: cAsj8c
Audio Dial-In: +1 414-323-1996
Phone Conference ID: 237846573#

No Warranties. The Assets will be offered for sale “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE.”  THERE IS NO WARRANTY RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT, OR THE LIKE IN THIS DISPOSITION.

Removal Costs. Following the Sale, the successful bidder will assume all responsibility and costs for removal of the Assets by no later than end of day on February 9, 2024.

Postponement or Modification of Sale. The Sale may be postponed or continued without any further notice except as provided at the Sale.  Lender reserves the right to announce, or have Lender’s Counsel announce, additional rules at the Sale to ensure that the Sale is conducted in an orderly manner.

Debtor Entitled to Accounting. Following the Sale, upon request, Debtor and other lienholder(s) shall be entitled to an accounting of the unpaid indebtedness due to Lender upon payment of the costs for such accounting.

January 8, 2024

Michael Best & Friedrich LLP

Joseph D. Brydges, Esq.
One South Pinckney Street, Suite 700
Madison, WI 53703
608.283.2262
[email protected]

Justin M. Mertz, Esq.
790 N Water Street, Suite 2500
Milwaukee, WI 53202
414.225.4972
[email protected]

Attorneys for Lender