Declarationof Daniel Kamensky of MSR Hotels & Resorts, Inc. (A) In Support of Its Chapter 11 Petition and (B) Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York filed by Paul M. Basta on behalf of MSR Hotels & Resorts, Inc.. (Basta, Paul) (Entered: 05/08/2013)
To learn more, please sign up to a demo or get started now .
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
1 of 34
Main Document
Pg
James H.M. Sprayregen, P.C.
Paul M. Basta, P.C.
Chad J. Husnick
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022
Telephone:
(212) 446-4800
Facsimile:
(212) 446-4900
Proposed Counsel to the Debtor and Debtor in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re:
MSR HOTELS & RESORTS, INC.,1
Debtor.
)
)
)
)
)
)
)
Chapter 11
Case No. 13-11512 (SHL)
DECLARATION OF DANIEL KAMENSKY OF MSR HOTELS
& RESORTS, INC. (A) IN SUPPORT OF ITS CHAPTER 11
PETITION AND (B) PURSUANT TO RULE 1007-2 OF THE LOCAL
BANKRUPTCY RULES FOR THE SOUTHERN DISTRICT OF NEW YORK
I, Daniel Kamensky, declare as follows:
1.
I serve as the Secretary and Treasurer of the above-captioned debtor (the âÂÂREITâÂÂ)
in this chapter 11 case. In addition to my role with the REIT, I also am a partner at an affiliate of
Paulson & Co. Inc. I am generally familiar with the REITâÂÂs day-to-day operations, business
affairs, and books and records, as well as the REITâÂÂs restructuring efforts.
I submit this
declaration (this âÂÂDeclarationâÂÂ) in accordance with Rule 1007-2 of the Local Bankruptcy Rules
for the Southern District of New York (the âÂÂLocal Bankruptcy RulesâÂÂ) to assist the court and
parties in interest in understanding the circumstances that compelled the commencement of this
1
The debtor in this chapter 11 case, along with the last four digits of its federal tax identification number, is
MSR Hotels & Resorts, Inc. (1873). The location of the debtorâÂÂs service address is: c/o CNL-AB LLC, 1251
Avenue of the Americas, New York, New York 10020.
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
2 of 34
Main Document
Pg
chapter 11 case and in support of the REITâÂÂs petition for relief under chapter 11 of title 11 of the
United States Code (the âÂÂBankruptcy CodeâÂÂ) filed on the date hereof (the âÂÂPetition DateâÂÂ).
2.
Except as otherwise indicated, all facts set forth in this Declaration are based upon
my personal knowledge, my discussions with other members of the REITâÂÂs management,
Pyramid Resort Asset Management LLC, and the REITâÂÂs advisors, my review of relevant
documents and information concerning the REITâÂÂs operations, financial affairs, and restructuring
initiatives, or my opinions based upon my experience and knowledge. If called as a witness, I
could and would testify competently to the facts set forth in this Declaration. I am authorized to
submit this Declaration on behalf of the REIT.
3.
To assist the Court in familiarizing itself with the REIT and its business, this
Declaration is organized into three sections. Section I provides background information with
respect to the REITâÂÂs corporate history and its business operations, as well as a summary of the
REITâÂÂs assets and liabilities.
Section II describes the circumstances leading to the
commencement of this chapter 11 case. Section III provides an overview of the exhibits attached
hereto that set forth certain additional information about the REIT, as required by Local
Bankruptcy Rule 1007-2.
INTRODUCTION
4.
The REIT is seeking protection under chapter 11 of the Bankruptcy Code to sell
its remaining assets and wind down its estate in an efficient manner. This relief is necessary
because Five Mile Capital SPE B LLC (âÂÂFive MileâÂÂ) recently filed baseless claims against the
REIT and its directors that have derailed what should have been an orderly sale and wind-down
process. Five MileâÂÂs latest allegations are not only a continuation of its scorched-earth tactics
from the REIT subsidiariesâ chapter 11 cases, but directly offend the CourtâÂÂs prior findings.
2
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
3 of 34
Main Document
Pg
Now, the REIT seeks the protection of chapter 11 to effectuate a sale and plan process, free and
clear of the Five Mile litigation.
5.
The REIT is a real estate investment trust that formerly held the indirect equity in
three resort properties: (a) the Grand Wailea Resort Hotel & Spa in Maui, Hawaii (the âÂÂGrand
WaileaâÂÂ); (b) the La Quinta Resort & Club PGA West in La Quinta, California (the
âÂÂLa QuintaâÂÂ); and (c) the Arizona Biltmore Resort & Spa in Phoenix, Arizona (the âÂÂArizona
Biltmore,â and, together with the Grand Wailea and La Quinta, the âÂÂResortsâÂÂ). The REIT also
owns certain registered and unregistered trademarks, service marks, trade names, and logos and
various copyrights for promotional and operational materials and other works related to the
Resorts (collectively, the âÂÂResort MarksâÂÂ) that are collateral for the Resortsâ mortgage loan. The
REITâÂÂs other remaining assets are approximately $60,000 in cash on hand, approximately
$400,000 in restricted cash, property worth approximately $24,000, and approximately $74,000
in accounts receivable. Recently, the REIT and its directors have become the target of the latest
round of litigation brought by Five Mile, an out-of-the-money lender to certain of the REITâÂÂs
subsidiaries and affiliates, that has severely disrupted the REITâÂÂs orderly wind-down and
threatened the very individuals that worked for so long to maximize the value of the Resorts and
Five MileâÂÂs potential recovery.
6.
On February 1, 2011, certain subsidiaries and affiliates of the REIT (collectively,
the âÂÂNon-REIT DebtorsâÂÂ), including the entities that owned the Resorts, filed voluntary petitions
under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York (the âÂÂCourtâÂÂ). The Non-REIT Debtors commenced their chapter 11 cases
as part of a process to maximize the value of their estates for all of their stakeholders, beginning
with the implementation of a series of restructuring initiatives. Despite initial pressure from
3
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
4 of 34
Main Document
Pg
senior creditors to implement a quick sale, the Non-REIT Debtors negotiated a grand bargain
with their principal stakeholders that provided the Non-REIT Debtors with the time needed to
use the chapter 11 tools to maximize the value of their assets, the Non-REIT Debtorsâ junior
stakeholders with a full opportunity to make a restructuring proposal, and the Non-Debtor
REITâÂÂs senior creditors with certainty regarding the Non-REIT Debtorsâ path to exit from
chapter 11.
7.
After successfully completing their restructuring initiatives, the Non-REIT
Debtors turned their attention to marketing their assets, including the Resorts, to potential
sponsors for a plan of reorganization or an equity sale. Working with Five Mile, the Non-REIT
Debtorsâ equity holders, including the REIT and entities structurally junior to the REIT, were
active throughout the process and made a significant investment of time and capital in the
Non-REIT Debtors based on Five MileâÂÂs and the equity holdersâ view of the value of the
Resorts. The equity holders, including the REIT, therefore also believed that the Resort Marks
would remain in place as part of any plan of reorganization or equity sale. After a thorough
marketing process, however, it became clear that the Non-REIT Debtorsâ only viable option was
a sale transaction with their second and third mezzanine lenders, 450 Lex Private Limited and
C Hotel Mezz Private Limited (together, with their affiliates, âÂÂGIC REâÂÂ), subject to higher or
otherwise better bids through a bankruptcy court-approved auction process.
Ultimately, no
alternative bids materialized, and the Non-REIT Debtors moved forward with a chapter 11 plan
based on the sale transaction with GIC RE (the âÂÂMSR PlanâÂÂ). The Non-REIT Debtorsâ equity
holders, including the REIT, were not party to the GIC RE proposal, nor were they a proponent
of the MSR Plan.
4
K&E 25884803
13-11512
8.
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
5 of 34
Main Document
Pg
Confirmation of the MSR Plan was highly contentious and required the
bankruptcy court to confirm the plan over the objections of both (a) Five Mile and (b) the United
States (the âÂÂIRSâÂÂ). Five Mile and the IRS objected on a number of grounds, all of which were
either resolved or overruled by the bankruptcy court. In addition, Five Mile began a scorched
earth assault on the Non-REIT Debtorsâ directors and officers without any factual or legal
support that continues to this day. Before the confirmation hearing, the Non-REIT Debtors
modified the MSR Plan to provide that the mortgage lendersâ rights with respect to the Resort
Marks were fully preserved.
Ultimately, the Non-REIT Debtors other than MSR Sub
Intermediate Mezz LLC, with the support of the overwhelming majority of their creditors,
obtained entry of an order confirming the MSR Plan on February 22, 2013 (the âÂÂConfirmation
OrderâÂÂ), and consummated the MSR Plan on February 28, 2013.
9.
As noted, the Non-REIT Debtorsâ prepetition mortgage lender, represented by
Midland Loan Services, Inc. (âÂÂMidlandâÂÂ), held a security interest not only in the Resorts but also
in the Resort Marks. And Midland continues to assert this security interest in the Resort Marks.
Moreover, because the Non-REIT Debtors that owned the Resorts were disregarded entities for
tax purposes, the consummation of the MSR Plan likely triggered a future tax liability against the
REIT for which the IRS is expected to hold a significant unliquidated claim.
10.
Since consummation of the MSR Plan, the REIT has continued to consider its
options to monetize the value of the Resort Marks, finalize the REITâÂÂs wind-down, and
maximize recoveries to its creditors. To this end, the REIT has engaged in discussions with the
IRS, Midland, and the most likely purchaser of the Resort Marks, GIC RE, regarding the
potential settlement of their claims, a potential sale of the Resort Marks, and the possible
allocations of the proceeds from a sale.
5
K&E 25884803
13-11512
11.
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
6 of 34
Main Document
Pg
These efforts suffered a setback on April 9, 2013, when Five Mile filed a baseless
complaint against the REIT and certain of its current and former directors, asserting direct and
derivative claims on account of their actions and omissions in connection with the MSR Plan and
Resort Marks, collaterally attacking the CourtâÂÂs prior findings. Although these allegations lack
any factual basis or legal merit, Five MileâÂÂs latest holdup tactic has constrained the REITâÂÂs
ability to sell the Resort Marks in an out-of-court process. The REIT therefore intends to use the
tools available in chapter 11 to develop a consensual sale and plan process, to bring final
resolution to Five MileâÂÂs litigation, and to effectuate the wind down of the REITâÂÂs estate.
I.
A.
GENERAL BACKGROUND
Company Business and Overview.
12.
The REIT is a Maryland real estate investment trust whose primary assets consist
of interests in the Resort Marks relating to the Resorts. The REIT does not have any business
operations or employees.
13.
As of March 30, 2013, the REITâÂÂs financial statements reflect assets totaling
approximately $785,419 and liabilities totaling approximately $59,245,379. The REIT had
revenue of approximately $3,207 in the first three months of 2013, and approximately $32,576 in
annual revenue in 2012.2
2
On February 1, 2011, certain subsidiaries of the REIT, the Non-REIT Debtors, filed voluntary petitions under
chapter 11 of the Bankruptcy Code in the Court, which cases were consolidated for procedural purposes only
under the caption In re MSR Resort Golf Course LLC, et al., No. 11-10372 (SHL) (Bankr. S.D.N.Y.). On
February 22, 2013, the Court confirmed the MSR Plan for each Non-REIT Debtor other than MSR Sub
Intermediate Mezz LLC, providing for the sale of substantially all of the assets of the Non-REIT Debtors to
GIC RE. On February 28, 2013, the MSR Plan became effective.
The REIT is affiliated with the Non-REIT Debtors and requests that if this chapter 11 case is initially assigned
to a different judge, the clerk of the United States Bankruptcy Court for the Southern District of New York
transfer this case to the Honorable Sean H. Lane, the presiding judge for the Non-REIT Debtorsâ chapter 11
cases. See Local Bankruptcy Rule 1073-1(b). The REIT, however, is not requesting that this chapter 11 case be
jointly administered with the Non-REIT Debtorsâ chapter 11 cases.
6
K&E 25884803
13-11512
B.
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
7 of 34
Main Document
Pg
The REITâÂÂs Corporate History and Organizational Structure.
14.
In April 2007, Morgan Stanley Real Estate, an affiliate of Morgan Stanley,
together with certain other investors (collectively, the âÂÂCNL AcquirersâÂÂ), acquired CNL Hotels
& Resorts, Inc. n/k/a MSR Hotels & Resorts, Inc., the debtor in this chapter 11 case, at the peak
of the market for approximately $4 billion. At the time of the acquisition, the new owners
largely retained the organizational structure that had been in place, and renamed each of the
entities that was a âÂÂCNLâ entity as a âÂÂMSRâ entity. Accordingly, CNL Hotels & Resorts, Inc.
became MSR Hotels & Resorts, Inc.
15.
On January 28, 2011, the REIT became a wholly-owned indirect subsidiary of
non-debtor CNL-AB LLC (âÂÂCNL-ABâÂÂ). CNL-AB is a joint venture consisting of affiliates of
Paulson & Co. Inc.,3 Winthrop Realty Trust, and Capital Trust, Inc. CNL-AB became the
indirect parent of the REIT following CNL-ABâÂÂs foreclosure on 100% of the membership
interests in MS Resorts III, LLC (a non-debtor indirect parent of the REIT).
16.
Before consummation of the MSR Plan, the REIT and its subsidiaries, including
certain of the Non-REIT Debtors, were structurally organized in a fashion typical for the
ownership and operation of resort properties. Specifically, certain Non-REIT Debtors owned the
land, buildings, and improvements on the Resorts (the âÂÂFee OwnersâÂÂ). Certain other Non-REIT
Debtors leased the Resorts from and paid rent to the Fee Owners under lease agreements. The
Fee Owners were each borrowers under a Mortgage Loan (as defined below) secured by the
Resorts and certain other assets, including the Resort Marks.
17.
The Fee Owners were owned by certain other Non-REIT Debtors that were
borrowers under four levels of mezzanine loans (collectively, the âÂÂMezzanine BorrowersâÂÂ).
3
As discussed above, in addition to my role with the REIT, I am a partner at Paulson & Co. Inc.
7
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
8 of 34
Main Document
Pg
Each Mezzanine Borrower pledged, as security for the mezzanine loans, the equity of the entity
that each Mezzanine Borrower owned directly to the respective lenders (collectively, the
âÂÂMezzanine Lenders,â as further defined herein). None of the Mezzanine Borrowers had assets
other than the equity of its subsidiary Mezzanine Borrower or Fee Owner, as applicable. There
were three Mezzanine Borrowers for each level of mezzanine debt.
18.
The REIT currently has no operations and no longer owns any interest in the
Non-REIT Debtors.4 Under the MSR Plan, GIC RE purchased the Resorts and the equity
interests in the Non-REIT Debtors were transferred to a liquidating trust.
19.
MS Resorts I, LLC owns 100% of the equity in the REIT. As noted above,
CNL-AB is the indirect parent of the REIT through its 100% equity interest in MS Resorts III,
LLC. In addition, to meet the ownership requirements for a real estate investment trust, the
REIT also previously issued 123 preferred shares, each held by a different shareholder. A
diagram of the REIT and its affiliatesâ current organizational structure is attached hereto
as Exhibit A.
C.
Prepetition Capital Structure.5
20.
The REIT and its former subsidiariesâ capital structure is explained in further
detail below.
1.
Mortgage Loan.
21.
The Fee Owners were each borrowers under that certain Loan and Security
Agreement, dated January 9, 2006, as amended, restated, replaced, supplemented, or otherwise
4
The REIT does not own an equity interest in MSR Resort Sub Intermediate Mezz LLC.
5
The descriptions of the REITâÂÂs prepetition debt obligations and the collateral securing those facilities provided
herein does not constitute, and should not be construed as, an admission by the REIT regarding the validity,
priority, enforceability, perfection, or amount of any obligation, claim, guarantee, lien, mortgage, pledge, or
other security interest or any other fact with respect thereto, and the REIT reserves all rights to challenge or
dispute any of the foregoing on any basis whatsoever.
8
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
9 of 34
Main Document
Pg
modified from time to time (the âÂÂMortgage Loan AgreementâÂÂ), by and among the Fee Owners
and U.S. Bank, National Association, as successor to Bank of America, National Association and
LaSalle Bank, National Association, as trustee for the Certificate Holders of Deutsche
Mortgage & Asset Receiving Corporation, COMM 2006-CNL2 Commercial Mortgage Backed
Certificates (as successor in interest to German American Capital Corporation) (the âÂÂMortgage
LenderâÂÂ), in the principle amount of $1 billion (the âÂÂMortgage LoanâÂÂ). The Mortgage Loan was
secured by, among other things, cross-collateralized and cross-defaulted first priority mortgages
on certain of the Non-REIT Debtorsâ assets, including the Resorts, and the products and proceeds
thereof, including the cash generated by the Resort operations. The Mortgage Loan was also
secured by the Resort Marks under that certain Trademark Security Agreement, dated as of
January 9, 2006, by and among the REIT, as successor in interest to CNL Hotels & Resorts, Inc.,
MSR Desert Resort, LP, as successor in interest to CNL Desert Resort, LP, MSR Resort Hotel
LP, as successor in interest to CNL Resort Hotel LP, MSR Resort Silver Properties, LP, as
successor in interest to CNL Resort Silver Properties, LP, MSR Grand Wailea Resort, LP, as
successor in interest to CNL Grand Wailea Resort, LP, MSR Claremont Resort, LP, as successor
in interest to Claremont Resort, LP, MSR Biltmore Resort, LP, as successor in interest to CNL
Biltmore Resort, LP, and German American Capital Corporation (the âÂÂTrademark Security
AgreementâÂÂ).
22.
The interests in the Mortgage Loan were placed in trust and sold, in the form of
certificates of beneficial interest in the trust, to investors (the âÂÂCertificate HoldersâÂÂ). The rights
of the Certificate Holders are governed by the Trust Agreement and the Servicing Agreement,
each dated as of February 1, 2006, by and among Deutsche Mortgage & Asset Receiving
Corporation, as depositor, LNR Partners, Inc., as initial special servicer, Midland, as master
9
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
10 of 34
Main Document
Pg
servicer, and Bank of America, National Association, as successor by merger to LaSalle Bank
National Association, as trustee. As noted above, Midland currently acts as the special servicer
of the Mortgage Loan. The Mortgage Loan matured on February 1, 2011, the same day the
Non-REIT Debtors commenced their chapter 11 cases.
23.
As noted above, the Mortgage Loan was also secured by a lien on the Resort
Marks under the Trademark Security Agreement. Under the Trademark Security Agreement, the
REIT granted a lien in the Resort Marks to the Mortgage Lender as security for payment of all
sums due under the Mortgage Loan. The Trademark Security Agreement terminates pursuant to
its express terms after the Mortgage Loan has been paid in full to the Mortgage Lender.
24.
In addition, the REIT currently licenses the Resort Marks under that certain
License Agreement, dated as of December 9, 2011, and effective as of April 12, 2007 (the âÂÂIP
License AgreementâÂÂ) to GIC RE, as assignee of certain of the Non-REIT Debtors under the Plan.
The IP License Agreement and any proceeds of the IP License Agreement are also collateral for
the Mortgage Loan under the Trademark Security Agreement. The IP License Agreement is
terminable on 30-daysâ prior written notice by the REIT.
25.
In connection with the Non-REIT Debtorsâ chapter 11 cases, the Mortgage Lender
received payment of the principal amount of the Mortgage Loan plus non-default interest, fees,
expenses, and certain default interest. The Mortgage Lender did not receive the balance of its
default interest, which now totals more than $59 million, and reserved its rights with respect to
this default interest. Midland now asserts a claim secured by the Resort Marks of more than
$59 million on account of the Mortgage Loan against the REIT.
2.
Mezzanine Loan Agreements.
26.
The Mezzanine Borrowers were borrowers under four separate Mezzanine Loan
Agreements, each dated as of January 9, 2006 (collectively, the âÂÂMezzanine Loan AgreementsâÂÂ).
10
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
11 of 34
Main Document
Pg
Under the MSR Plan, the lenders under the first, second, and third Mezzanine Loan Agreements
received a distribution in full and final satisfaction, settlement, release, and compromise of any
claims against the Non-REIT Debtors. In addition, except as to MSR Sub Intermediate Mezz
LLC (an entity in which the REIT does not own an equity interest), the fourth Mezzanine Loan
Agreement was cancelled without any distribution to Five Mile or any other party on account of
such claims.
3.
Non-Recourse Carveout Guaranty.
27.
The REIT is party to a Guaranty of Recourse Obligations with the Mortgage
Lender and each Mezzanine Lender, each as predecessor in interest to German American Capital
Corporation, dated January 9, 2006 (each, a âÂÂRecourse GuarantyâÂÂ). Pursuant to section 2 of the
Recourse Guaranty, the REIT would be obligated to guarantee payment of all obligations and
liabilities of the applicable borrower to the applicable lender if the applicable borrower or its
affiliates violated certain carveouts from the non-recourse limitations set forth in section 18.1 of
each of the Mortgage Loan Agreement and Mezzanine Loan Agreements, giving rise to
âÂÂrecourseâ liability against the applicable borrowerâÂÂi.e., if the borrower or its affiliates commits
a âÂÂbad boyâ act under the applicable loan document. Importantly, the Recourse Guaranty has not
been triggered to date, no recourse liability has been incurred by any applicable borrower, and
the REIT has no liability to any party on account of the Recourse Guaranty.
II.
A.
EVENTS LEADING TO THE CHAPTER 11 CASES
The Non-REIT Debtorsâ Chapter 11 Cases.
28.
The Non-REIT Debtors filed for chapter 11 protection on February 1, 2011, in the
face of a decline in liquidity attributable to both the lingering effect of the global economic crisis
on the hospitality industry and the Non-REIT Debtorsâ considerable debt load.
The
Non-REIT Debtors spent two years focused on executing their three primary restructuring
11
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
12 of 34
Main Document
Pg
initiatives and consummating a value-maximizing chapter 11 plan process. During that time, the
Non-REIT Debtorsâ indirect equity owners, including the REIT and entities structurally junior to
the REIT, remained active in the chapter 11 cases and the restructuring process. Indeed, the
Non-REIT Debtorsâ indirect equity owners, including the REIT and entities structurally junior to
the REIT, and Five Mile were integral components to the creditor settlements that constituted the
grand bargain in the chapter 11 cases and provided the Non-REIT Debtors with the time needed
to maximize the value of their assets using the tools of chapter 11, the Non-REIT Debtorsâ junior
stakeholders with a full opportunity to make a restructuring proposal, and the Non-REIT
Debtorsâ senior creditors with certainty regarding the Non-REIT Debtorsâ path to exit from
chapter 11. As part of the settlement with GIC RE (the âÂÂGIC RE SettlementâÂÂ), Five Mile
consented to the process and sale that followed.
29.
After it appeared the equity holders and Five Mile would not make the August
interest payment required under the GIC RE Settlement and no new equity investment was
forthcoming, the Non-REIT Debtors engaged GIC RE regarding a stalking horse bid for the
Resorts, among other assets, consistent with the Non-REIT Debtorsâ obligations under the
GIC RE Settlement.
Soon thereafter, the Non-REIT Debtors entered into a stalking horse
agreement with GIC RE to purchase the Non-REIT Debtorsâ assets under a chapter 11 plan
subject to higher or otherwise better offers at an auction.
Around this time, Five Mile
commenced a campaign of value-destructive litigation to extract value on account of its
out-of-the-money claims against certain of the Non-REIT Debtors that continues to this day.
The GIC RE bid did not address the Resort Marks, and the REIT was not a party to the GIC RE
bid.
12
K&E 25884803
13-11512
30.
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
13 of 34
Main Document
Pg
The Non-REIT Debtors failed to receive any alternative bids, and they moved
forward with confirmation of the MSR Plan that contemplated a sale of substantially all of the
Non-REIT Debtorsâ assets to GIC RE. Importantly, the Non-REIT Debtors expressly excluded
the Resort Marks from the MSR Plan transaction and amended the MSR Plan to reserve partiesâÂÂ
rights with respect to the Resort Marks. The IRS and Five Mile objected to the MSR Plan. As
the Court is aware, because the GIC RE bid was structured as an asset sale and the relevant
Non-REIT Debtors were disregarded entities for tax purposes, the MSR Plan was expected to
result in a substantial tax liability against the REIT. In response to the IRS objection, the
Non-REIT Debtors, the REIT, and GIC RE considered and negotiated a variety of plan structures
with stakeholders but were unable to find a feasible alternative that would be certain to not
trigger the tax. For its part, Five Mile did not stop at the Non-REIT Debtors; it leveled senseless
accusations of bad faith against the Non-REIT Debtorsâ directors, all of which were resoundingly
overruled by the Court in its exculpatory findings. In the end, the Non-REIT Debtors other than
MSR Resort Sub Intermediate Mezz LLC, with the support of the overwhelming majority of
their creditors, obtained confirmation of the MSR Plan on February 22, 2013. The Non-REIT
Debtors consummated the MSR Plan on February 28, 2013.
B.
Prepetition Restructuring Efforts.
31.
Since the consummation of the MSR Plan, the REIT has considered its options
regarding the Resort Marks, the REITâÂÂs most significant remaining asset. Among other efforts,
the REIT approached GIC RE, the most logical party to purchase the Resort Marks, about a
potential sale of the Resort Marks, subject to higher and better offers. The REIT also engaged
Midland and the IRS regarding a means of distributing the proceeds of the REITâÂÂs estate. To
date, the REIT has not accepted any bid for the Resort Marks or reached an agreement for the
13
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
14 of 34
Main Document
Pg
distribution of sale proceeds, but the REIT is confident that it will achieve these objectives in
chapter 11.
C.
The Five Mile Litigation.
32.
An out-of-court sale and wind-down process soon became untenable when, on
April 9, 2013, Five Mile filed a complaint in the Supreme Court of the State of New York,
County of New York, Index No. 651267/2013, against the REIT and certain of its current and
directors, asserting direct and derivative claims on account of their actions and omissions in
connection with the MSR Plan and the Resort Marks. After pursuing a number of unsuccessful
objections during the Non-REIT Debtorsâ chapter 11 cases, described by the Court as having
only âÂÂthe most slender reed for support,âÂÂ6 Five Mile has apparently now directed its attacks
against the REIT and certain of its current and former directors. Five MileâÂÂs claims are meritless
on their face and conflict with the reality of the Non-REIT Debtorsâ chapter 11 cases.
33.
At its core, Five MileâÂÂs complaint advances the notion that the REIT should have
sought to detract from the value of its own assetsâÂÂthe ResortsâÂÂto steal value in direct
contravention of every applicable legal document and principle. But the fact that the Resort
Marks were pledged to the Mortgage Lender made this impossible, and would have been in
direct contravention to the interests of Five Mile and the ongoing efforts to pay claims in full in
those chapter 11 cases. One can only imagine the reaction of Five Mile, other creditors, and this
Court, if the Non- REIT Debtorsâ indirect equity holders had attempted to extract value from the
Resorts during those chapter 11 cases. For certain, Five Mile and the Non-REIT DebtorsâÂÂ
indirect equity holders would not have been given two years to maximize the value of the assets
and attempt to preserve value for their claims and interests. Moreover, as the Court has already
6
In re MSR Resort Golf Course LLC, No. 11-10372 (SHL) (Bankr. S.D.N.Y. Feb. 20, 2013) HrâÂÂg Tr. 64:11.
14
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
15 of 34
Main Document
Pg
found on numerous occasions, the actions taken during the Non-REIT Debtorsâ chapter 11 cases
were intended to maximize the value of the Resorts for the benefit of all stakeholders, including
Five Mile, the REIT, and stakeholders junior to the REIT.
34.
Five MileâÂÂs complaint rests on another false premise:
Five Mile is not a
stakeholder in the REIT. Under the mezzanine loan documents, Five Mile only had recourse
against the REIT in limited circumstances and to a limited extent. Yet, now, Five Mile argues
that the âÂÂbad boyâ guaranty was in fact a full recourse, unconditional guarantee without any
support whatsoever in the applicable loan documents. Five Mile also cites implausible âÂÂbad
boyâ acts that it alleges occurred in the Non-REIT Debtorsâ chapter 11 cases. Each and every
one of these theories fails. Simply put, Five Mile is not a creditor of the REIT.
35.
On May 1, 2013, the REIT and the directors removed the action to the United
States District Court for the Southern District of New York under 28 U.S.C. ç 1334(b) as
âÂÂarising inâ or âÂÂrelating toâ the Non-REIT Debtorsâ chapter 11 cases. The Debtor seeks to end
Five MileâÂÂs continued terrorization of directors that the Court previously found acted in good
faith to pursue their only available alternative.
D.
Chapter 11 Relief.
36.
On the date hereof, the REIT filed a petition with the Court under chapter 11 of
the Bankruptcy Code to provide the REIT with the opportunity to expeditiously resolve relevant
claims and causes of action, liquidate its remaining assets, and wind down its estate. The REIT
believes that chapter 11 protection will allow it to accomplish these goals in an efficient and
streamlined manner that will inure to the benefit of the REITâÂÂs estate and its stakeholders. The
action similarly arises in and is related to this case. The REIT now seeks to end Five MileâÂÂs
continued terrorization of directors that the Court has previously found acted in good faith to
pursue their only available transaction.
15
K&E 25884803
13-11512
III.
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
16 of 34
Main Document
Pg
INFORMATION REQUIRED BY LOCAL BANKRUPTCY RULE 1007-2
37.
Local Bankruptcy Rule 1007-2 requires certain information related to the REIT,
which I have provided in the exhibits attached hereto as Exhibit B through Exhibit M.
Specifically, these exhibits contain the following information with respect to the REIT:7
7
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(3), Exhibit B provides the names and
addresses of the members of, and attorneys for, any committee organized prior to the
order for relief in this chapter 11 case, and a brief description of the circumstances
surrounding the formation of the committee and the date of the formation;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(4), Exhibit C provides the following
information with respect to each of the holders of the REITâÂÂs twenty largest unsecured
claims, excluding claims of insiders: the creditorâÂÂs name; the address (including the
number, street, apartment, or suite number, and zip code, if not included in the post office
address); the telephone number; the name(s) of person(s) familiar with the REITâÂÂs
account; the nature and approximate amount of the claim; and an indication of whether
the claim is contingent, unliquidated, disputed, or partially secured;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(5), Exhibit D provides the following
information with respect to each of the holders of the five largest secured claims against
the REIT: the creditorâÂÂs name; address (including the number, street, apartment, or suite
number, and zip code, if not included in the post office address); the amount of the claim;
a brief description of the claim; an estimate of the value of the collateral securing the
claim; and an indication of whether the claim or lien is disputed at this time;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(6), Exhibit E provides a summary of the
REITâÂÂs assets and liabilities;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(8), Exhibit F provides the following
information with respect to any property in possession or custody of any custodian,
public officer, mortgagee, pledge, assignee of rents, or secured creditors, or agent for
such entity: the name; address; and telephone number of such entity and the court in
which any proceeding relating thereto is pending.;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(9), Exhibit G provides a list of the
property comprising the premises owned, leased, or held under other arrangement from
The information contained in the Exhibits attached to this Declaration shall not constitute an admission of
liability by, nor is it binding on, the REIT. The REIT reserves all rights to assert that any debt or claim listed
herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any such claim or
debt. The descriptions of the collateral securing the underlying obligations are intended only as brief
summaries. In the event of any inconsistencies between the summaries set forth and the respective corporate
and legal documents relating to such obligations, the descriptions in the corporate and legal documents shall
control.
16
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
17 of 34
Main Document
Pg
which the REIT operates its business. The REIT maintains no offices but rather conducts
business through third parties and affiliates out of the CompanyâÂÂs equity owners, located
at c/o CNL-AB LLC, 1251 Avenue of the Americas, New York, New York 10036;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(10), Exhibit H sets forth the location of
the REITâÂÂs substantial assets, the location of their books and records, and the nature,
location, and value of any assets held by the REIT outside the territorial limits of the
United States;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(7), Exhibit I provides information on the
REITâÂÂs outstanding publicly held securities;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(11), Exhibit J provides a list of the nature
and present status of each action or proceeding, pending or threatened, against the REIT
or its property where a judgment or seizure of their property may be imminent;
â¢
pursuant to Local Bankruptcy Rule 1007-2(a)(12), Exhibit K sets forth a list of the
names of the individuals who comprise the REITâÂÂs existing senior management, their
tenure with the REIT, and a brief summary of their relevant responsibilities and
experience;
â¢
pursuant to Local Bankruptcy Rule 1007-2(b)(1)-(2)(A), Exhibit L provides the
estimated amount of payroll to the REITâÂÂs employees (not including officers, directors,
and equityholders) and the estimated amounts to be paid to officers, equityholders,
directors, and financial and business consultants retained by the REIT, for the 30-day
period following the Petition Date; and
â¢
pursuant to Local Bankruptcy Rule 1007-2(b)(3), Exhibit M provides a schedule, for the
30-day period following the Petition Date, of estimated cash receipts and disbursements,
net cash gain or loss, obligations and receivables expected to accrue but remain unpaid,
other than professional fees, for the 30-day period following the filing of this chapter 11
case, and any other information relevant to an understanding of the foregoing.
Pursuant to 28 U.S.C. ç 1746, I declare under penalty of perjury that the foregoing is true
and correct.
Dated: May 8, 2013
Respectfully submitted,
/s/ Daniel Kamensky
Daniel Kamensky
Secretary and Treasurer,
MSR Hotels & Resorts, Inc.
17
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
18 of 34
EXHIBIT A
REITâÂÂs Corporate Structure Chart
K&E 25884803
Main Document
Pg
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
19 of 34
Main Document
Corporate Structure
LEGEND
CNL-AB LLC
Non-Debtor
100%
Debtor Seeking Relief
Under Chapter 11
MS Resorts III, LLC
100%
MS Resorts II, LLC
100%
MS Resorts I, LLC
100%
MSR Hotels &
Resorts, Inc.
100%
100%
MSR Hospitality
LP Corp.
MSR Hospitality
GP Corp.
99%
80% LP
20% GP
MSR Hospitality
Partners, LP
1%
99.9% LP
100%
MSR Hospitality
Services, Inc.
MSR Resort
Holdings GP, LLC
0.1% GP
MSR Resort
Hospitality, LP
100%
100%
99.9% LP
MSR Resort Junior
MREP, LLC
Pg
MSR Resort
Hospitality GP, LLC
0.1% GP
MSR Resort
Recreation, LP
100%
99.9% LP
MSR Resort Sub
Junior Mezz GP, LLC
0.1% GP
MSR Resort
Sub Junior Mezz, LP
100%
99.9% LP
MSR Resort Junior
Mezz GP, LLC
0.1% GP
MSR Resort
Junior Mezz, LP
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
20 of 34
Main Document
Pg
EXHIBIT B
Informal Committees Organized Prior to the Order for Relief
There were no informal committees organized prior to the order for relief in the REITâÂÂs
chapter 11 case.
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
21 of 34
Main Document
Pg
EXHIBIT C
List of the Holders of the REITâÂÂs Twenty Largest Unsecured Claims
Pursuant to Local Bankruptcy Rule 1007-2(a)(4), the following is a list of the REITâÂÂs
creditors holding the twenty largest unsecured claims (the âÂÂCreditor ListâÂÂ) based on the REITâÂÂs
unaudited books and records as of the petition date. The Creditor List has been prepared in
accordance with Bankruptcy Rule 1007(d) and does not include (i) persons who come within the
definition of âÂÂinsiderâ set forth in section 101(31) of the Bankruptcy Code or (ii) secured
creditors, unless the value of the collateral is such that the unsecured deficiency places the
creditor among the holders of the twenty largest unsecured claims.
The information contained herein shall not constitute an admission of liability by, nor is it
binding on, the REIT. The REIT reserves all rights to assert that any debt or claim included
herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any
such claim or debt. In the event of any inconsistencies between the summaries set forth below
and the respective corporate and legal documents relating to such obligations, the descriptions in
the corporate and legal documents shall control.
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
22 of 34
NAME OF CREDITOR,
COMPLETE MAILING ADDRESS,
AND EMPLOYEE, AGENT, OR
DEPARTMENT OF CREDITOR
FAMILIAR WITH CLAIM
1.
2.
3.
4.
5.
6.
7.
NATURE OF
CLAIM
(bond debt, trade
debt, bank loan,
government
contracts, etc.)
Main Document
INDICATE IF
CLAIM IS
CONTINGENT,
UNLIQUIDATED,
DISPUTED, OR
SUBJECT TO
SETOFF
AMOUNT OF
CLAIM
(if secured, also
state value of
security)
CNL Plaza Ltd.
P.O. Box 535370
Atlanta, GA 30353-5370
Rent
$118,634.19
Retrievex
P.O. Box 415938
Boston, MA 02241-5938
Tel: 877-345-3546
Trade Debt
$2,642.98
Iron Mountain
P.O. Box 27178
New York, NY 10087-7128
Tel: 888-365-4766
Trade Debt
$1,030.34
Superior Data Storage Inc
P.O. Box 5785
Lincoln, NE 68505
Tel: 402-464-0260
Fax: 402-464-5899
Trade Debt
$289.78
AbbyâÂÂs Mini Storage
3311 Truxtun Ave.
Bakersfield, CA 93301
Tel: 661-395-1137
Trade Debt
$220.00
Midland Loan Services, Inc.
Attn: Kevin S. Semon
10851 Mastin, 6th Floor
Overland Park, KS 66210
Tel: 913-253-9000
Fax: 913-253-9001
Five Mile Capital SPE B LLC
Attn: Jim Glasgow
Three Stamford Plaza
301 Tresser Blvd., 9th Floor
Stamford, CT 06901
Tel: 203-905-0950
Fax: 203-905-0954
Deficiency Claim
under Trademark
Security
Agreement
Contingent,
Unliquidated,
Disputed
$0.00
Pending
Litigation
Contingent,
Unliquidated,
Disputed
$0.00
2
K&E 25884803
Pg
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
23 of 34
Main Document
Pg
EXHIBIT D
List of the Holders of the REITâÂÂs Five Largest Secured Claims
Pursuant to Local Bankruptcy Rule 1007-2(a)(5), the following is a list of creditors
holding the five largest secured claims against the REIT as of the Petition Date. The REIT is
aware of three asserted secured claims against the REIT.
The information contained herein shall not constitute an admission of liability by, nor is it
binding on, the REIT. The REIT reserves all rights to assert that any debt or claim included
herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any
such claim or debt. The descriptions of the collateral securing the underlying obligations are
intended only as brief summaries. In the event of any inconsistencies between the summaries set
forth below and the respective corporate and legal documents relating to such obligations, the
descriptions in the corporate and legal documents shall control.
Creditor Name and Address
Amount of Claim
Collateral Description and Value
$59,129,686.34
Intellectual property
Zurich American Insurance Company
Tower 2, 9th Floor
2.
1400 American Lane
Schaumburg, IL 60196-1056
$250,000.00
Cash
Hartford Fire Insurance Company
3. One Hartford Plaza
Hartford, CT 06155
$150,000.00
Cash
Midland Loan Services, Inc.
10851 Mastin, 6th Floor
1.
Overland Park, KS 66210
Attn: Kevin S. Semon
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
24 of 34
Main Document
Pg
EXHIBIT E
Summary of the REITâÂÂs Assets and Liabilities
Pursuant to Local Bankruptcy Rule 1007-2(a)(6), the following are estimates of the
REITâÂÂs total assets and liabilities. The following financial data is the latest available information
and reflects the REITâÂÂs financial condition as of the Petition Date.
The information contained herein shall not constitute an admission of liability by, nor is it
binding on, the REIT. The REIT reserves all rights to assert that any debt or claim included
herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any
such claim or debt.
Assets and Liabilities
Total Assets (Book Value)
Total Liabilities
K&E 25884803
Amount
$785,419
$59,245,379.34
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
25 of 34
Main Document
Pg
EXHIBIT F
Summary of the REITâÂÂs Property Held by Third Parties
Pursuant to Local Rule 1007-2(a)(8), the following lists the REITâÂÂs property, as of the
Petition Date, that is in the possession or custody of any custodian, public officer, mortgagee,
pledge, assignee of rents, secured creditor, or agent for any such entity.
Certain property of the REIT is likely to be in the possession of various other persons,
including maintenance providers, shippers, common carriers, materialmen, custodians, public
officers, mortgagees, pledges, assignees of rents, secured creditors, or agents. Through these
arrangements, the REITâÂÂs ownership interest is not affected. In light of the movement of this
property, providing a comprehensive list of the persons or entities in possession of the property,
their addresses and telephone numbers, and the location of any court proceeding affecting such
property would be impractical if not impossible. The following chart lists the REITâÂÂs property
held by third parties as determined after a reasonable inquiry.
Location of REITâÂÂs
Property
Name, Address, &
Telephone Number
(if Available) of Person or
Entity in Possession
of the Property
Location of Court
Proceeding
(if Applicable)
Summary of Property
1 Travelers Square
Hartford,
Connecticut 06183
Travelers Insurance
Salvatore Marino
(860) 277-6701
$225,000 cash deposit for potential
insurance claims
101 S. Tyron Street
Charlotte, North
Carolina
Bank of America
$125,142.19 balance in checking
account
101 S. Tyron Street
Charlotte, North
Carolina
Bank of America
$252,529.29 loan collateral account,
certificate of deposit
101 S. Tyron Street
Charlotte, North
Carolina
Bank of America
$150,000.00 loan collateral account,
certificate of deposit
P.O. Box 8
13 Library Place
St. Helier, Jersey,
JE4 8NE
Canada
Barclays Private Client
International Limited
$25,814.32 Canadian dollars
K&E 25884803
13-11512
Doc 2
Location of REITâÂÂs
Property
BMP Capital
Markets
234 Simcoe Street
Toronto, Ontario
M5T 1T4
Canada
Filed 05/08/13
Entered 05/08/13 23:16:48
26 of 34
Name, Address, &
Telephone Number
(if Available) of Person or
Entity in Possession
of the Property
Location of Court
Proceeding
(if Applicable)
CNL Montreal Tennant Inc.
Summary of Property
$9,462.87 Canadian dollars
2
K&E 25884803
Main Document
Pg
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
27 of 34
Main Document
Pg
EXHIBIT G
Summary of the REITâÂÂs Property From Which the REIT Operates Its Businesses
Pursuant to Local Bankruptcy Rule 1007-2(a)(9), the following lists the location of the
premises owned, leased, or held under other arrangement from which the REIT operates its
businesses as of the Petition Date.
The REIT maintains no offices but rather conducts business through third parties and
affiliates out of the REITâÂÂs equity ownerâÂÂs offices, located at c/o CNL-AB LLC, 1251 Avenue of
the Americas, New York, New York 10036.
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
28 of 34
Main Document
Pg
EXHIBIT H
Location of the REITâÂÂs Substantial Assets, Books and Records, and Nature and Location of
REITâÂÂs Assets Outside the United States
Pursuant to Local Bankruptcy Rule 1007-2(a)(10), the following provides the location of
the REITâÂÂs substantial assets, books and records, and the nature, location, and value of any assets
held by the REIT outside the territorial limits of the United States as of the Petition Date.
REITâÂÂs Assets
REITâÂÂs Substantial Assets
Location
Pyramid Resort Asset Management
One Post Office Square
Suite 3100
Boston, MA 02109
Value
N/A
The REIT:
c/o CNL-AB LLC
1251 Avenue of the Americas
New York, NY 10020
REITâÂÂs Books and Records
Pyramid Resort Asset Management
One Post Office Square
Suite 3100
Boston, MA 02109
N/A
The REIT:
c/o CNL-AB LLC
1251 Avenue of the Americas
New York, NY 10020
REITâÂÂs Assets Outside the United
States
K&E 25884803
See Exhibit F - Summary of the
REITâÂÂs Property Held by Third
Parties.
$35,277.19 Canadian dollars
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
29 of 34
Main Document
Pg
EXHIBIT I
Summary of the Publicly Held Securities of the REIT
Pursuant to Local Bankruptcy Rule 1007-2(a)(7), the following lists the number and
classes of shares of stock, debentures, or other securities of the REIT that are publicly held, and
the number of holders thereof as if the Petition Date.
There are no shares of stock, debentures, or other securities of the REIT that are publicly
held. The REITâÂÂs directors and officers do not own any shares of publicly-held securities of the
REIT.
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
30 of 34
Main Document
Pg
EXHIBIT J
Summary of Legal Actions Against the REIT
Pursuant to Local Bankruptcy Rule 1007-2(a)(11), the following lists material actions and
proceedings pending or threatened against the REIT or its property where a judgment against the
REIT or a seizure of its property may be imminent as of the Petition Date. This list reflects
actions or proceedings considered material by the REIT and, if necessary, will be supplemented
in the corresponding schedules to be filed by the REIT in this chapter 11 case.
REIT
MSR Hotels & Resorts, Inc.
K&E 25884803
Potential Counterparty
Nature of the Action
(Claim Amount)
Five Mile Capital SPE B LLC Civil Complaint
($58,665,716.26)
Status
Pending
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
31 of 34
Main Document
Pg
EXHIBIT K
The REITâÂÂs Senior Management
Pursuant to Local Bankruptcy Rule 1007-2(a)(12), the following provides the names of
the individuals who constitute the REITâÂÂs existing senior management, their tenure with the
REIT, and a brief summary of their responsibilities and relevant experience as of the Petition
Date.
Name / Position
Relevant Experience / Responsibility
Tenure
Michael Barr
President
Michael Barr is the Portfolio Manager of the Paulson Real Estate Appointed
Recovery Fund, a fund of Paulson & Co. Inc. Mr. Barr formerly was 1/31/2011.
a Managing Director of Real Estate Private Equity at Lehman
Brothers. Mr. Barr has worked exclusively in real estate since 1992
when he started at Merrill Lynch Real Estate Investment Banking
after graduating from the University of Wisconsin.
Daniel Kamensky
Secretary and Treasurer
Daniel Kamensky is a Partner at Paulson & Co. Inc. Mr. Kamensky Appointed
formerly was a Senior Vice President at Barclays Capital and Lehman 1/31/2011.
Brothers. Mr. Kamensky also worked as an attorney at Simpson
Thacher & Bartlett LLP and holds law and undergraduate degrees
from Georgetown University.
Jonathan Shumaker
Vice President
Jonathan Shumaker is a Vice President at Paulson & Co. Inc. Mr. Appointed
Shumaker formerly was a Vice President of Real Estate Private 1/31/2011.
Equity at Lehman Brothers. Mr. Shumaker is a graduate of Cornell
University and Harvard Business School.
James Dina
Vice President
James Dina is Chief Operating Officer at Pyramid Hotel Group. Mr. Appointed
Dina has previously been the Chief Operating Officer or Red Lion 4/12/2007.
Hotel and the Vice President of Pacific Northwest Operations at
Doubletree Hotels. Mr. Dina also previously worked at Sheraton
Hotels, Westin Hotel, and Guest Quarters Suites Hotels.
Warren Fields
Vice President
Warren Fields is Chief Investment Officer and founding partner of
Pyramid Hotel Group. Mr. Fields is the former vice president of
development and operations of Promus Hotel Corporation, and Vice
President of Development for Guest Quarters Hotels and Doubletree
Hotels.
K&E 25884803
Appointed
4/12/2007.
13-11512
Doc 2
Christopher Devine
Vice President
K&E 25884803
Filed 05/08/13
Entered 05/08/13 23:16:48
32 of 34
Main Document
Christopher Devine is the Chief Financial Officer at Pyramid Resort Appointed
Asset Management. Mr. Devine joined Pyramid Resort Asset 2/12/2009.
Management in 2007. Mr. Devine has extensive experience in
mergers and acquisitions, loan restructurings, and working on equity
and debt offerings for publicly-traded real estate investment trusts.
Mr. Devine previously spent nine years in public accounting working
exclusively with real estate and hospitality companies. He was most
recently a Senior Manager in the real estate group at
PricewaterhouseCoopers LLP. He is a Certified Public Accountant in
Massachusetts.
Pg
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
33 of 34
Main Document
Pg
EXHIBIT L
The REITâÂÂs Payroll for the Thirty (30) Day Period Following the Filing of the
REITâÂÂs Chapter 11 Petitions
Pursuant to Local Rules 1007-2(b)(1)-(2)(A) and (C), the following provides, for the
30-day period following the Petition Date, the estimated amount of weekly payroll to the
REITâÂÂs employees (exclusive of officers, directors, and stockholders), the estimated amount paid
and proposed to be paid to officers, stockholders, and directors, and the amount paid or proposed
to be paid to financial and business consultants retained by the REIT.
As described herein, the REIT has no employees and generally does not participate in any
management and operational activities. Accordingly, the REIT has no payroll expenses.
Payments
1
Payment Amount
Payments to Employees (Not Including Officers,
Directors, and Stockholders)
$0
Payments to Officers, Stockholders, and Directors
$0
Payments to Financial and Business Consultants
$0
1
Payment amount for the 30 day period following the filing of the REITâÂÂs chapter 11 petitions.
K&E 25884803
13-11512
Doc 2
Filed 05/08/13
Entered 05/08/13 23:16:48
34 of 34
Main Document
Pg
EXHIBIT M
The REITâÂÂs Estimated Cash Receipts and Disbursements for the Thirty (30) Day Period
Following the Filing of the Chapter 11 Petitions
Pursuant to Local Rule 1007-2(b)(3), the following provides, for the 30-day period
following the Petition Date, the REITâÂÂs estimated cash receipts and disbursements, net cash gain
or loss, and obligations and receivables expected to accrue that remain unpaid, other than
professional fees.
Type
Cash Receipts
Cash Disbursements
Amount
$73,634.19
$0
Net Cash Gain
$73,634.19
Unpaid Obligations (excluding professional fees)
$4,183.10
Unpaid Receivables (excluding professional fees)
$0
K&E 25884803