100% of the Limited Liability Company Membership Interests in 609 Fifth Partners LLC

Description:

PLEASE TAKE NOTICE, that in accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, by virtue of certain Event(s) of Default under that certain Mezzanine Pledge and Security Agreement, dated as of November 18, 2025 (the “Pledge Agreement”), executed and delivered by 609 5TH JUNIOR MEZZ LLC ( “Pledgor”), GW ASSETS FZE (“Secured Party”) will offer for sale at public auction all of Pledgor’s right, title, and interest in and to the following: (i) 100% of the limited liability membership interests in 609 FIFTH PARTNERS LLC (the “Company”), and (ii) all other collateral pledged pursuant to the Pledge Agreement ((i) and (ii) are, collectively, the “Collateral”).

Based upon information provided by Pledgor and its affiliates, Secured Party’s understanding (made without any representation or warranty by Secured Party as to the accuracy or completeness of the following matters) is that: (i) Pledgor owns 100% of the limited liability company membership interests in the Company; (ii) the Company owns 100% of the limited liability company membership interests (the “Company Ownership Interests”) in 609 5TH AVE OWNER LLC (the “Property Owner”); (iii) the principal asset of the Property Owner is that certain fee interest in real property commonly known as 609 5th Avenue, New York, New York (the “Property”); (iv) pursuant to that certain Credit Agreement, dated as of June 15, 2022 (the “Senior Loan Agreement”), by and among Property Owner, the Lenders party thereto (the “Senior Lender”), and Valley National Bank, as administrative agent (“Agent”), the Property is encumbered and subject to, among other things, mortgages held by Agent securing the Notes (as defined in the Senior Loan Agreement) evidencing indebtedness currently in the aggregate principal amount of $71,800,000.00, and any and all other accrued but unpaid interest and other outstanding charges; and (v) pursuant to the Senior Loan Agreement, the Company Ownership Interests are encumbered by and subject to, among other things, that certain Pledge and Security Agreement, dated as of June 15, 2022 (the “Senior Pledge Agreement”), by and among Company and Agent, which Senior Pledge Agreement further secures the Notes pursuant to the Senior Loan Agreement.

Hilco Real Estate, LLC, under the direction of Jonathan Cuticelli, a New York licensed auctioneer (License No. 1387302), will conduct a public sale (the “Public Sale”) consisting of the Collateral on March 19, 2026, at 10:00 am via Zoom, Meeting link and/or at Secured Party’s sole option, in-person in the offices of Greenspoon Marder LLP, 1345 Avenue of the Americas, Suite 2200, New York, NY 10105. The URL address, password and telephone numbers for the Zoom on-line video conference will be provided to all confirmed participants that have properly registered for the Public Sale.

The Collateral will be sold t o the qualified bidder submit ting the highest and best bid; provided, however, that Secured Party reserves the right to (i) for itself and any assignee, bid (whether by cash and/or by crediting some or all of its secured claim), (ii) reject any and all bids, in whole or in part, (iii) cancel the sale in its entirety, (iv) adjourn the sale and/or (v) set minimum price(s) for the Collateral. The sale is being held to enforce Secured Party’s rights in the Collateral which secures payment of outstanding indebtedness owing from the Company to Secured Party, following the Company’s defaults under applicable loan documents. There shall be no warranty or representations relating to title, possession, quiet enjoyment, merchantability, fitness, or the like, in this disposition.

The public sale of the Collateral shall be subject to the further terms and conditions set forth in the “Terms of Sale” (including without limitation terms and conditions with respect to the availability of additional information, bidding requirements, deposit amounts, bidding procedures, and the consummation of the public sale), which are available by contacting the broker for Secured Party, Jonathan Cuticelli of Hilco Real Estate, LLC at (203) 561-8737 or JCuticelli@hilcoglobal.com (the “Broker”) and available online at https://www.hilcorealestate.com/properties-for-sale/listing. Upon execution of a confidentiality and non-disclosure agreement, additional documentation and information will be made available. Parties interested in bidding must contact the Broker well in advance of the auction to receive the Terms of Sale, bidding instructions, and required deposit and registration information. Parties who do not qualify to bid prior to 12:00 p.m. New York time on Monday, March 16, 2026, and deliver a good faith deposit of $50,000.00 by 12:00 p.m. New York time on Monday, March 16, 2026, will forfeit their opportunity to register and may be barred from bidding. Only qualified bidders will be permitted to bid. All deposits must be paid via wire transfer. Persons interested in bidding should contact the Broker to obtain wire transfer instructions. Within 24 hours after the conclusion of the auction the successful bidder (other than the Secured Party) must deliver an additional deposit to the Secured Party such that the successful bidder has deposited an amount equal to 10% of the successful bid, with the balance to be delivered within ten (10) business days of the Public Sale, including the payment of all transfer taxes, stamp duties and similar taxes incurred in connection with the purchase of the Collateral.

The Collateral consists of membership interests in the Company and has not been and will not at the time of sale have been registered for sale under any Federal or State securities or blue sky laws, and as such may not be sold or otherwise transferred by a purchaser of any Collateral except in accordance with applicable law. As a result, each prospective bidder seeking to be a “Qualified Bidder” (as determined by Secured Party in its sole and absolute discretion) shall be required, among other things, to execute and deliver to Secured Party a “Bidding Certificate” certifying, among other things, that such bidder : (i) will ac quire the Collateral for investment purposes, solely for its own account and not with a view to distribution or resale; (ii) is an accredited investor within the meaning of the applicable securities laws; (iii) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of investment and has sufficient financial means to afford the risk of investment in the Collateral; and (iv) will not resell or otherwise hypothecate the Collateral without either a valid registration under applicable federal or state laws, including without limitation the Securities Act of 1933 as amended, or an available exemption therefrom.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY, THE COLLATERAL TO OR FROM ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.

609 Fifth Avenue is located at the corner 49th Street and Fifth Avenue in the heart of the city’s premier shopping district and is also conveniently close to Grand Central Terminal. This 96,077± SF boutique office building stands 13 stories high and is directly across the street from Saks Fifth Avenue and Rockefeller Center. Surrounded by every possible convenience and with ideal access to enviable annual highlights such as Rockefeller Center’s ice-skating rink and nationally televised tree lighting ceremony, 609 Fifth Avenue sits within the heart and soul of true New York City character.

---

Report Listing This listing was syndicated through:

Documents: