#1 • Minority Membership Interest in SIMA Benefits Consulting Group, LLC | Public Collateral Auction
Part of Minority Membership Interest in SIMA Benefits Consulting Group, LLC | Public Collateral Auction (timed auction by Grindstaff's Auction Marketing Group LLC)
High bid $100,000.00
Status: Sold
continued postponement of the auction by agreement between the grantor and secured party until July 31, 2026. LEGAL NOTICE NOTICE OF DISPOSITION OF COLLATERAL BY PUBLIC SALE: Pursuant to Va. Code Ann. § 8.9A-610, et seq., and its rights under that certain Pledge and Security Agreement, effective as of December 23, 2015, and that certain Secured Promissory Note, dated December 23, 2015, secured creditor SIMA Benefits Consulting Group, LLC, a Virginia limited liability company (the “Secured Party”), provides notice of its intention to dispose of certain collateral described in (a) and (b) below, at a public sale on July 31, 2026, at 12:00 PM via Zoom (or similar online platform). The auction will be conducted by Grindstaff’s Auction Marketing Group LLC (“Grindstaff”). The auction has also been posted on Grindstaff’s website at www.GrindstaffAuctions.com. The grantor under the Pledge and Security Agreement and the maker under the Secured Promissory Note (and the owner of the collateral to be sold) is James A. Slabaugh (“Grantor”). The collateral to be sold (the “Collateral”) consists of the following: (a) The Grantor’s minority membership interest in SIMA Benefits Consulting Group, LLC, a Virginia limited liability company. (b) All certificates, documents, and instruments representing or evidencing ownership of the membership interests described in (a) and all proceeds of such, including, without limitation, cash, property (including real and personal property), and other distributions, dividends, securities, rights, and other property now or hereafter at any time or from time to time received, receivable, or otherwise distributed or distributable in respect of or in exchange for any or all of such collateral. The LLC interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of the Commonwealth of Virginia or any other state or jurisdiction, in reliance upon the exemption from registration provided by the Securities Act and Regulation D, Rule 506(c) promulgated thereunder. The LLC interests will be sold only to accredited investors as expressly permitted by Rule 506(c). The Secured Party reserves the right to require one or more bidders to submit information to verify such bidder’s status as an “accredited investor” in accordance with Rule 506(c), and failure to provide any such information shall automatically disqualify such bidder unless otherwise determined by the Secured Party. The Secured Party also reserves the right to restrict prospective bidders to those who represent that they are purchasing the interests for their own account for investment and not with a view to the distribution or resale of such interests, to verify that each certificate for the interests to be sold bears a legend substantially to the effect that such interests have not been registered under the Securities Act and may not be disposed of in violation of the provisions of the Securities Act. The Secured Party may impose such other limitations or conditions in connection with the sale of the interests as the Secured Party deems necessary or advisable to comply with the Securities Act or any other applicable law. At the public sale, the Collateral is expected to be sold in a single block to a single purchaser based upon the highest qualified bid at such sale, and upon such other terms and conditions as the Secured Party determines to be commercially reasonable. The Secured Party reserves the right to: (i) credit bid for and purchase the Collateral; (ii) cancel or adjourn the public sale to a later date by announcement at the time and place fixed for such public sale; (iii) withdraw all or part of the Collateral from the public sale; (iv) establish other reasonable bidding procedures; (v) require potential bidders to establish their ability to perform and close to the reasonable satisfaction of the Secured Party; and (vi) establish such other commercially reasonable terms and conditions of sale as may be announced at the sale. The Collateral will be sold: (a) “AS IS, WHERE IS,” without recourse, and without any warranty relating to title, possession, quiet enjoyment, merchantability, or the like, nor any other express or implied warranty of any kind; and (b) according to all other terms and conditions announced at the public sale. The terms and conditions of any announcements made at the public sale, and not this published notice, shall govern the public sale. Any inquiry regarding the public sale, the Grantor’s membership interest, the Secured Party and its business, the loan documents, and/or the Collateral may be directed to counsel for the Secured Party: David I. Swan, Esq. Hirschler Fleischer, PC Telephone: (703) 584-8911 Email: dswan@hirschlerlaw.com COL-7006912 Bid Procedures for the Disposition by Public Auction of Membership Interests of James A. Slabaugh in SIMA Benefits Consulting Group, LLC on Behalf of Secured Creditor: 1. Prior to making a bid, a bidder or bidder representative (other than the Secured Creditor), must provide Hirschler Fleischer P.C. (“HF”), counsel for the Secured Creditor, with evidence of his or her identity and address through a state issued driver’s license or other government issued identification. A bidder representing an entity must provide HF with reasonable evidence that he/she is authorized to bid on behalf of the entity. 2. Bids are for payment in cash, wire transfer, or other immediately available funds, without financing contingencies of any kind. 3. Prior to making a bid, each bidder (other than the Secured Creditor) must lodge with HF a good faith deposit of $10,000 in the form of a cashier’s or certified check, payable to Hirschler Fleischer, P.C. as counsel for the Secured Creditor. The deposit of the winning bidder will be applied against the winning bid immediately upon the close of the auction and is not refundable. Deposits lodged by losing bidders will be returned at the close of the auction (except the deposits of the first and second reserve bidders, if any, as described below). 4. Minimum over-bid increments will be $5,000. 5. The winning bidder must close on the purchase by not later than close of business on the business day following the auction at the offices of HF at 2100 E. Cary Street, 3rd Floor, Richmond, Virginia 23223. 6. The Secured Creditor reserves the right, and intends, to participate in the auction and to credit bid some or all of its claim. 7. The Secured Creditor will begin the bidding with a credit bid of $100,000. 8. The second and third highest bidders (if any) will have the option, but not the obligation, of being reserve bidders, who will be entitled to close on the sale if higher bidder(s) fail to close. The deposits of the bidder(s) choosing to be reserve bidders (if any) will be held at the close of the auction and applied against the purchase price or promptly returned, as applicable. Reserve bidders must close not later than close of business on the second business day following the close of the auction. 9. Any bidder wishing to make a bid in excess of the Secured Creditor’s initial credit bid of $100,000, must provide to HF prior to such bid, the bidder’s latest audited (if available) or unaudited financial statements and/or other financial information reasonably evidencing the bidder’s ability to close on the sale in timely fashion. 10. The terms and conditions set forth in the attached Notification of Disposition of Collateral and in the notices of the intended disposition of the Collateral published in the Richmond Times-Dispatch (copy attached) shall apply to the auction in addition to the forgoing terms. 11. Prospective bidders or other parties in interest with questions should contact David I. Swan, counsel for the Secured Creditor, via telephone: (703) 584-8911 or e-mail: dswan@hirschlerlaw.com. 24441425.2 038378.00005
