PUBLIC NOTICE OF UCC SALE: FDH INFRASTRUCTURE SERVICES, LLC f/k/a PREDICTANT, LLC

NOTICE OF PUBLIC SALE OF CERTAIN ASSETS OF
FDH INFRASTRUCTURE SERVICES, LLC f/k/a PREDICTANT, LLC

PLEASE TAKE NOTICE that on January 13, 2025, at 1:00 p.m. prevailing Eastern time, FDH Holdings, LLC (“Lender”) will conduct a virtual public sale and disposition, which may include a lease or license (the “Sale”), of the assets owned by FDH Infrastructure Services, LLC f/k/a Predictant, LLC (“FDHIS”), in accordance with the provisions of Article 9 of the Delaware Uniform Commercial Code, 6 Del. C. § 9-610, et. seq., or other applicable Uniform Commercial Code. The Sale will take place online via Zoom and in person at the offices of Michael Best & Friedrich LLP, One South Pinckney Street, Suite 700, Madison, WI 53703. Pre-qualified bidders may participate in the Sale online or in person.

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 FDHIS (“Assets”) as more fully described below:

Accounts. All accounts, accounts receivable, credit card receivables, contract rights, instruments, documents, chattel paper, tax refunds from foreign, federal, state or local governments and all obligations in any form including those arising out of the sale or lease of goods or the rendition of services by FDHIS; all guaranties, letters of credit and other security and supporting obligations for any of the above; all merchandise returned to or reclaimed by FDHIS; and all books and records (including computer programs, tapes and data processing software) evidencing an interest in or relating to the above; and all “accounts” as the same is defined under the applicable Uniform Commercial Code.

Inventory. All inventory, including all goods, supplies, wares, merchandises and other tangible personal property, including goods in transit, raw materials, work in process, supplies and components, and finished goods, whether held for sale or lease, or furnished under any contract for service, or used or consumed in business, and also including products of and accessions to inventory, packing and shipping materials, all documents of title, whether negotiable or non-negotiable, representing any of the foregoing, and all “inventory” as the same is defined under the applicable Uniform Commercial Code.

Equipment. All equipment, including all goods, machinery, machine tools, equipment, fixtures, office equipment, furniture, furnishings, motors, motor vehicles, tools, dies, parts, jigs, and all attachments, accessories, accessions, replacements, substitutions, additions and improvements thereto, all supplies used or useful in connection therewith, and all “equipment” as the same is defined under the applicable Uniform Commercial Code.

General Intangibles. All general intangibles, including choses in action, causes of action, obligations or indebtedness owed to FDHIS from any source whatsoever, payment intangibles, software and all other intangible personal property of every kind and nature (other than Accounts) including patents, trademarks, trade names, service marks, copyrights, patent applications, trademark or service mark applications, copyright applications and goodwill, drawings, project notes, designs, material certifications, technical data, trade secrets, licenses, franchises, rights under agreements, tax refund claims, insurance refunds, insurance refund claims, pension plan refunds, pension plan reversions, and all books and records including all computer programs, disks, tapes, printouts, customer lists, credit files and other business and financial records, the equipment containing any such information, and all “general intangibles” as the same is defined under the applicable Uniform Commercial Code.

Investment Property. All investment property, including all securities, whether certificated or uncertificated, financial assets, security entitlements, securities accounts, commodity contracts or commodity accounts; and all “investment property” as the same is defined under the applicable Uniform Commercial Code.

Other Assets. All other assets, including all goods, deposit accounts, instruments, chattel paper (including tangible chattel paper and electronic chattel paper), documents, securities, money, cash, letters of credit, letter-of-credit rights, promissory notes, warrants, dividends, distributions, contracts, agreements, contract rights and other property owned by FDHIS or in which FDHIS has any rights or an interest, all as-extracted collateral, leases, lease contracts, lease agreements, and proceeds of a letter of credit;

Description of Property Excluded From Sale. The Assets subject to the Sale do NOT include (i) any stock, stock options, shares, membership units, membership interests, or other ownership interests that FDHIS holds or may hold in Stainless Services, Inc., a Delaware corporation; (ii) any stock, stock options, shares, membership units, membership interests, or other ownership interests that FDHIS holds or may hold in PS&W Engineering, LLC, a Georgia limited liability company; (iii) any stock, stock options, shares, membership units, membership interests, or other ownership interests that FDHIS holds or may hold in Predictant India Private Limited, an Indian limited liability company.

For a more specific list of the Assets, auction registration requirements or to arrange an inspection of the Assets, please contact the below (“Lender’s Counsel”):

Attorney Joseph D. Brydges
Michael Best & Friedrich LLP
One South Pinckney Street, Suite 700
Madison, WI 53703
608.283.2262
[email protected]
Attorneys for FDH Holdings, LLC

Agreements Pursuant To Which The Sale Is Held:

(i) that certain Secured Promissory Note dated as of February 26, 2024, accrued and payable to December 31, 2024, in the amount of $8,985,616.11 and that certain Secured Promissory Note dated as of November 18, 2024, accrued and payable to December 31, 2024, in the amount of $290,527.98 both evidencing loans between FDHIS as Maker and Lender as Payee, evidencing loans in the total amount of $9,276,144.09 (the “Loan”) to FDHIS from Lender; and

(ii) that certain Security Agreement dated as of February 26, 2024, between FDHIS as Grantor and Lender as Secured Party;

(iii) UCC Financing Statement Filing No. 20245994692, filed with the Delaware Department of State, evidencing Lender’s security interest in the Assets;

(iv) UCC Financing Statement Filing No. 20248431551, filed with the Delaware Department of State, evidencing Lender’s security interest in the Assets; and

(v) any other documents, instruments or other writings previously executed by FDHIS or any other obligor or grantor, and delivered to Lender in connection with or relating to the Loan, 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 or in person at the auction to bid. Bidders who appear virtually must send an amount equal to $100,000.00 (“Deposit”) by wire transfer to the Lender’s Counsel 24 hours prior to the start of the auction in order to qualify to bid. In person bidders must present a cashier’s check or certified check in an amount equal to $100,000.00 for the Deposit at time of in person registration in order to qualify to bid. Any Deposit is fully refundable if bidder is not successful. Successful bidder must pay the balance payable in good funds within twenty-four (24) hours of concluding the Sale. If the successful bidder fails to pay the balance when due, the Deposit will be forfeited to the Lender and the Assets or any portion thereof will be sold without further proceedings to the next highest bidder(s). 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 Deposit or cash payment of any kind so long as its credit bid does not exceed the total amount due and owing to it, and need not be in attendance in person at the auction or Sale to bid.

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 and be responsible for leaving the premises at which any Asset is located in clean broom swept condition – all by no later than end of day ten (10) calendar days following the conclusion of the Sale.

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.

Accounting. Upon request tendered to Lender’s Counsel (at the contact information listed above), FDHIS and junior lienholder(s) shall be entitled to an accounting of the unpaid indebtedness due to Lender and secured by the Assets Lender intends to sell or, as applicable, lease or license. If you request an accounting, you must pay a charge of $1,000.00.

Notice Dated. December 26, 2024