Miami Herald, The
May 3, 2024
UCC Public Sale Notice
PLEASE TAKE NOTICE that Deutsche Bank AG, New York Branch (collectively, "Secured Party"), will offer for sale at public auction one-hundred percent (100%) of the partnership interests (the "Partnership Interests") in CGI 640 Ocean Management GP, LLC, a Delaware limited liability company, and CGI 640 Ocean Management Holdco, LP, a Delaware limited partnership ("Pledgor"), along with certain rights and property representing, relating to, or arising from the Partnership Interests (collectively, the "Collateral"). Secured Party shall conduct the sale pursuant to 9-610 through 9-613 (inclusive) of the Uniform Commercial Code (the "UCC") and that certain Pledge and Security Agreement, dated August 3, 2021, by and between Secured Party, Pledgor, and CGI 640 Ocean Management, LP ("Debtor").
Pledgor is the owner of all equity interests in Debtor, the entity that owns the real property and improvements known as The Gabriel Miami South Beach, Curio Collection by Hilton, located at 620, 626, 640, and 650 Ocean Dr, Miami Beach, FL 33139. For information purposes only, Debtor is the borrower under a mortgage loan in the original principal amount of $71,105,000 (the "Mortgage Loan").
The sale will take place on July 17, 2024 at 10am Eastern Standard Time (the "Sale"). Purchasers may attend the Sale at the law office of Gibson, Dunn & Crutcher LLP and via web-based video and/or telephonic conferencing program at the following link: https://hodgeswardelliott.zoom.us/j/88228268631
Secured Party shall sell the Collateral as a single unit to the highest bidder on an "AS IS, WHERE IS", "WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, expressed or implied, including, without limitation, merchantability, fitness for a particular purpose, condition or title, possession, quiet enjoyment, and without any right of set-off or recoupment. All parties desiring to qualify as a bidder at the Sale are required to deliver by July 16, 2024 at 4:00 PM Eastern Standard Time (1) a deposit of $100,000 and (2) proof of financial ability to consummate the Sale. A prevailing bidder must pay the balance of the purchase price for any successful bid to Secured Party by 4:00 P.M. Eastern Time on the second (2nd) business day after the acceptance of any such bid.
All parties desiring to bid on the Collateral shall pay any deposits and payments toward the purchase of the Collateral by wire transfer. Secured Party shall cause to be returned all qualifying deposits for non-prevailing bidder(s) in a reasonable period of time after the closing of the Sale(s) to the prevailing bidder(s). If the prevailing bidder(s) defaults on the balance of the purchase price, its qualifying deposit shall be forfeited and Secured Party shall (x) retain such deposit, and (y) at its option, sell the Collateral to the next highest bidder. Secured Party reserves the right for itself or its nominee or designee to: (a) credit bid all or a portion of its claim at the Sale; (b) adjourn or cancel the Sale without notice; (c) alter the terms of payment; (d) abandon or elect not to dispose of the Collateral; and/or (e) reject all bids. If Secured Party accepts the bid(s), Secured Party will provide the prevailing bidder(s) with a bill of sale with no representations or warranties of any kind or nature whatsoever. Secured Party may announce additional terms of sale at or before the time of the Sale. The prevailing bidder must pay all transfer taxes, stamp duties and similar taxes in connection with the purchase of the Collateral.
The Collateral includes unregistered securities under the Securities Act of 1933, as amended (the "Securities Act"). Secured Party reserves the right to restrict participation in the Sale to prospective bidders that represent that the Collateral will not be sold, assigned, pledged, disposed of, hypothecated or otherwise transferred without the prior registration in accordance with the Securities Act and the securities laws of all applicable jurisdictions, unless an exemption from such registration is available.
PLEASE TAKE NOTICE that there are specific requirements for any potential bidder in connection with obtaining information, bidding on the Collateral, and purchasing the Collateral, including without limitation complying with this Notice and any additional terms of Sale as determined by Secured Party in its sole discretion (collectively, the "Terms of Sale"). Interested parties will need to execute a standard confidentiality and non-disclosure agreement found at https://thegabrielmiamisouthbeachucc.hodgeswardelliott.com/. An online data room (the "Datasite") is available to prospective investors, subject to execution of a confidentiality and non-disclosure agreement (collectively, "Disclosed Materials"). The data room can be accessed via Hodges Ward Elliott through a third-party secure site (ShareFile). Contact loansales@hodgeswardelliott.com should you experience any problems accessing the site.
No information provided, whether in the Datasite or otherwise, shall constitute a representation or warranty of any kind with respect to such information, the Collateral or the Sale.
Questions may be directed to Michael Britvan at 646.553.3639 or mbritvan@hodgeswardelliott.com.
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