Airship

Notification of UCC Public Sale

Mobile Marketing - Member Content

Notice is hereby given that, pursuant to Section 9-610 of the Uniform Commercial Code, all of the right, title, interest, claim and estate of the collateral described below will be sold by Green Hills Software LLC (“Secured Party”), as the secured party under certain agreements with Hoyos Integrity Corporation, a Delaware corporation (“Hoyos”), to the highest bidder at a public sale via Zoom to take place on April 22, 2022 at 10:00 a.m. (Pacific Time).

The collateral of Secured Party to be sold at this public sale consists of all right, title, estate, claim, and interest of Hoyos in:

  • The first ten thousand (10,000) phones acquired and/or manufactured by Hoyos following the Closing Date under that certain Loan and Security Agreement, dated as of December 15, 2020 (the “Loan Agreement”), between Hoyos, as borrower, and Secured Party, as lender, including, without limitation, any phones that were financed in part with the proceeds of the Loan provided by Secured Party in connection with the Loan Agreement, evidenced by Tinno PI-No.: PI2008050, dated 18AUG20, executed 15NOV20 (including any intellectual property embedded in such phones) (the “Phones”);
  • All of Hoyos’ books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; and
  • Any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, (i) insurance proceeds, (ii) all supporting obligations and the security therefor or for any right to payment and (iii) any documentation evidencing any sale, lease or other disposition of any of the phones otherwise described herein. All terms above have the meanings given to them in the New York Uniform Commercial Code, as amended or supplemented from time to time (the “Collateral”).

Based on a recent inventory, the Phones consist of approximately 8,930 international band and approximately 725 United States band 4G smartphones, which quantities should be confirmed by prospective bidders before submitting any bids.  Additional specifications with respect to the Phones can be obtained by submitting a written request to the contact information provided below.  Secured Party intends to offer the assets as a single lot, but reserves the right to designate sublots.  Secured Party reserves the right to establish other reasonable bidding procedures in its sole and absolute discretion.

Subject to applicable federal, state, and local laws and rules related to the COVID-19 pandemic, there may also be the ability of qualified bidders to request to attend the sale in-person.  Secured Party may elect to appoint a licensed auctioneer to conduct the public sale.  Secured Party reserves the right to cancel the sale in its entirety, or to postpone or adjourn the sale to a future date, in each case without prior notice.

Prospective bidders must register prior to the sale with the representative of Secured Party identified below.  Any prospective purchaser who is the highest bidder, other than Secured Party, will be required to pay the purchase price of the Collateral at the time of the public sale by cash, cashier’s check or other immediately available funds.  Each prospective bidder (other than Secured Party) must two (2) business days prior to the auction (i) tender to Secured Party a deposit of $250,000 by wire transfer, and (ii) demonstrate to Secured Party such bidder’s financial capacity to tender payment for the Collateral in advance of bidding.  No offers may be withdrawn once made, but no sale shall be final until accepted in writing by Secured Party (or its agent, designee or nominee).

Secured Party (or its agent, designee or nominee) reserves the right to bid for and purchase the Collateral and if Secured Party (or its agent, designee or nominee) is the highest bidder, to pay the purchase price of the Collateral, in whole or in part, by crediting the purchase price against the balance of the unpaid indebtedness due under the Loan Agreement.

All of the Collateral will be offered and sold on an “AS-IS AND WHERE IS” basis, with all faults, and Secured Party makes no guarantee or warranty, express or implied, as to the quantity, quality, condition, or description of the Collateral being sold.

Any questions about the sale should be directed to counsel for Secured Party:

Michael S. Neumeister
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 90071
(213) 229-8002
mneumeister@gibsondunn.com