LAKEWOOD ADVISORS, LLC

PUBLIC AUCTION NOTICE OF FORECLOSURE SALE SPLASHLIGHT HOLDING LLC

 

By virtue of defaults under that certain Loan and Security Agreement, dated as of October 18, 2018 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) between Splashlight Holding LLC (“Splashlight” or “Parent Borrower”), its Qualified Subsidiaries from time to time parties thereto (the “Qualified Subsidiaries” and, together with the Splashlight, the “Borrower Companies”), and Boathouse Capital II LP (the “Agent”), pursuant to which the Borrower Companies granted a security interest in all of their rights, title and interest in, to and under, among other things, the collateral described below to the Agent.  Notice is hereby given that the Agent, will sell the collateral hereafter described at a public auction (the “Public Auction”) on February 13, 2025 (the “Auction Date”) at the offices of Latham & Watkins, 1271 Avenue of the Americas, New York, NY 10020.  The Public Auction will also be available to qualified bidders online and by telephone.  Remote access details can be requested from Lakewood Advisors, LLC (“Lakewood Advisors”), financial advisor to the agent, using the contact information below.

Said Public Auction will commence on the Auction Date at 10:00 am Eastern Time, at which time the following collateral shall be sold: (A) all of the shares of the capital stock, membership interests, and all other equity interests in Telmar Parent Corporation, a Delaware corporation and (ii) all of the membership units and all other equity interests in Splashlight LLC, a Delaware limited liability company (the “Pledged Equity Interests”) and (B) (i) all of the right, title and interest of the Parent Borrower in and to the Intercompany Promissory Note by Splashlight Photographic & Digital Studios, LLC in favor of the Parent Borrower; (ii) all of the right, title and interest of the Parent Borrower in and to the Intercompany Promissory Note by Telmar Parent Corporation in favor of the Parent Borrower; (iii) all of the right, title and interest of the Parent Borrower in and to the Intercompany Promissory Note by Telmar Parent Corporation in favor of the Parent Borrower; and (iv) all of the right, title and interest of the Parent Borrower in and to the Intercompany Promissory Note by Telmar Group Inc. in favor of the Parent Borrower (the “Indebtedness”).  The above four Promissory notes were issued on July 26, 2022 and have an original principal balance totaling $38,548,176.80.

The sale will be consummated in accordance with the conditions set forth in the terms of sale, which are available upon request from Lakewood Advisors, and such revisions thereto as may be announced prior to or at the start of the auction (the “Terms of Sale”).  Telephonic and videoconference bidding will be permitted for those who have qualified to bid, and telephonic and videoconference bidding details will be provided upon request.  Copies of documentation available to the Agent concerning the collateral will be made available to qualified bidders, who have entered into a confidentiality agreement, from Lakewood Advisors.

The purchase price for the above described collateral shall be payable in cash or by certified or bank check drawn upon a member bank of the New York Clearing House as follows:  a five (5%) percent deposit is required with a successful bid and the balance of the purchase price shall be payable within twenty (20) days and the sale shall be subject to the further conditions set forth in the Terms of Sale.

The Agent reserves the right to bid, to become purchaser at the sale and, without deposit, to credit against the purchase price all sums related to the Secured Obligations under the Loan Agreement and to adjourn, delay or terminate the sale at any time.  The collateral will be sold “as is” and “where is” and without any implied or express representation, warranty or covenant, including without limitation any warranty relating to title, possession, quiet enjoyment, or the like, in the disposition of any or all of the collateral.

The collateral will be sold as a block, but the Agent reserves the right to consider proposals to only acquire certain business segments or assets.  Among other requirements, the purchaser at the sale will be required to represent that the collateral is being acquired for the purchaser’s own account and not with a view to the sale or distribution thereof and that the collateral will not be resold unless pursuant to an effective registration statement under the Securities Act of 1933 (the “Act”) and any applicable state securities laws or under a valid exemption from the registration requirements of the Act and such laws.  The purchaser will also be required to provide the Agent with an investment letter.

Please direct all inquiries with respect to the collateral to:

LAKEWOOD ADVISORS, LLC

1136 Fifth Avenue. Suite 11C

New York, NY 10128

Attention: Edward Grebow

Email: [email protected]