UCC PUBLIC SALE NOTICE
PLEASE TAKE NOTICE THAT G2 Capital Advisors (“G2”), on behalf of Eldridge Credit Advisers, LLC, as successor by conversion to Maranon Capital, L.P., as Agent under the Credit Agreement referenced below (“Secured Party”), will offer for sale at public auction the following assets:
All or substantially all of the issued and outstanding Capital Stock and/or assets of (1) DV Management Company, LLC, an Arizona limited liability company, (2) Service Works Holdings LLC, a Delaware limited liability company, (3) Sta-Dry Holdings Blocker LLC, a Delaware limited liability company, and (4) American Building Contractors Holding Company, LLC, a Minnesota limited liability company (collectively, the “Borrowers”), and their Subsidiaries, together with all related rights and property, as pledged under that certain Guarantee and Collateral Agreement, dated as of October 28, 2024 (as amended, restated, supplemented or otherwise modified, the “Guarantee and Collateral Agreement”), by and among the Borrowers, the Guarantors party thereto, and the Secured Party (collectively, the “Collateral”).
Based upon information provided by the Borrowers and 39N Diversified Roofing Holdings LLC (d/b/a Diversified Roofing Group), a Delaware limited liability company (“Holdings”), and their affiliates, it is the understanding of Secured Party (but without any recourse to, or representation or warranty of any kind by, Secured Party as to the accuracy or completeness of the following information) that: (1) the Collateral constitutes the principal assets of the Borrowers and their Subsidiaries; (2) the Collateral secures payment of the obligations under that certain Credit Agreement, dated as of October 28, 2024 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Holdings, the Borrowers, the other Credit Parties party thereto, the Lenders party thereto from time to time, and the Secured Party, for which events of default have occurred and are continuing and all indebtedness due thereunder has been accelerated; and (3) the Secured Indebtedness, consisting of all unpaid principal, accrued interest, default interest, fees, charges, and attorneys’ fees and expenses, was at least $97,061,091.90 as of September 22, 2026, and continues to accrue interest at the applicable rate in accordance with the terms of the Credit Agreement.
The sale is scheduled to take place on October 27, 2026 at 11:00 AM Eastern Prevailing Time (the “Sale”), pursuant to Article 9 of the Uniform Commercial Code as enacted in the State of New York (the “UCC”). The Sale will be conducted in person at the law offices of Secured Party’s counsel: Mayer Brown LLP, located at 1221 Avenue of the Americas, New York, NY 10020, and also by broadcast for remote participation via a virtual videoconference. The URL address and password for the virtual videoconference will be provided to all confirmed participants that have properly registered pursuant to the Terms of Sale (as defined below).
The Collateral will be offered AS IS, WHERE IS, WITH ALL FAULTS. Secured Party makes no guarantee, representation or warranty, express or implied, as to any matter, including as to any matter pertaining to the Collateral, and the sale of the Collateral will be made without recourse to, and without representation or warranty by, Secured Party. In order to further facilitate the sale of the Collateral, Secured Party will cause the Sale to be free and clear of any liens held by the Secured Party in and to the Collateral that secure the obligations under the Credit Agreement.
The Collateral may include unregistered securities under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, while the Sale will be conducted as a public sale under the UCC, it will be a private sale for purposes of the Securities Act and other applicable securities laws, including, without limitation, that participation in the Sale shall be restricted to qualified 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 other 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, being qualified to attend the Sale, bidding on any of the Collateral and closing on a purchase of any of the Collateral (collectively, the “Requirements”), including without limitation: complying with: (1) any applicable governing documents (including operating documents) of the entities whose Capital Stock and/or assets comprise the Collateral; (2) the other qualifications and requirements in connection with the Sale (including but not limited to the Terms of Sale relating to the sale of the Collateral (the “Terms of Sale”)); and (3) the Securities Act and any other laws or regulations applicable to any of the Collateral or the Sale.
An online datasite for the Sale (the “Datasite”), which can be accessed by visiting the following website created by G2 for the sale [WEBSITE ADDRESS TO BE PROVIDED BY G2], includes certain information that Secured Party possesses concerning the Borrowers, Holdings, the Credit Agreement, and the Collateral (collectively, the “Disclosed Materials”), as well as a complete set of the Terms of Sale and all exhibits thereto. Access to the Datasite and any of the Disclosed Materials is conditioned, at a minimum, upon execution and delivery of a confidentiality agreement, the form of which agreement can be found by visiting the referenced website. To be permitted to attend and participate at the Sale auction, prospective bidders must confirm their ability to satisfy the Requirements in the manner described in the Terms of Sale and, following such confirmation, each such qualified participant will be provided with a URL and password enabling virtual access to the video conference for the Sale and/or registered for admittance to the Sale. No information provided, whether in the Datasite or otherwise, shall constitute a representation or warranty of any kind or nature whatsoever with respect to such information, the Collateral, or the Sale by G2 or the Secured Party, or any of its agents, attorneys, or other authorized representatives. Participants are encouraged to review all Disclosed Materials and perform such due diligence as they deem necessary in advance of the Sale.
Secured Party reserves the right to amend the Terms of Sale, credit bid, make a cash bid in excess of any credit bid, set a minimum reserve price for the Collateral, reject all bids, and terminate or adjourn the Sale to another time. All bids (other than credit bids of Secured Party) must be for cash with no financing conditions and the successful bidder must deliver immediately available good funds: (1) for the Required Deposit (as defined in the Terms of Sale) on the date of the Sale; and (2) for the balance of the purchase price for the Collateral on the closing date prescribed by the Terms of Sale. The winning bidder must pay all transfer taxes, stamp duties and similar taxes incurred in connection with the purchase of the Collateral.
Questions may be directed to [G2 CONTACT NAME] at [CONTACT EMAIL].
9/27, 9/30/2026 (105104h)
