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Full title: Limited Objection and Reservation of Rights of IHG to the Debtors' Motion for Entry of Order Approving (A) Sale of Substantially All of Debtors' Assets Free and Clear of Liens, Claims, Interests, and Encumbrances, and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases (related document(s)334) Filed by Holiday Hospitality Franchising, LLC, Six Continents Hotels, Inc. (Attachments: # 1 Certificate of Service) (Ward, Matthew) (Entered: 05/14/2021)

Document posted on May 13, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

ALL OF DEBTORS’ ASSETS FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES, AND (B) ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES Holiday Hospitality Franchising, LLC (“HHF”) and Six Continents Hotels, Inc. (“SCH” and collectively with HHF, “IHG”), by and through its undersigned counsel, hereby objects on a limited basis and reserves its rights (the “Limited Objection”) with respect to the Debtors’ Motion for Entry of Order Approving (A) Sale of Substantially All of Debtors’ Assets Free and Clear of Liens, Claims, Interests, and Encumbrances, and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases [Doc. 334] (the “Sale Motion”).2 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657);UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796).The Hotels relevant to this Limited Objection are: HHF entered into five pre-petition franchise agreements with the Master Lessees (“Pre-petition License Agreements”).3 HHF also entered into that certain Holiday Inn® Hotel Interim License Agreement dated April 9, 2021 with Debtor Propco, UCHIDH, LLC (“Interim IHG Agreement), which was authorized by this Court on May 10, 2021 for the current operation of the HIDH Hotel.Holiday Inn® & Suites Hotel Change of Ownership License Agreement dated August 5, 2011 between EHT HIA, LLC and HHF; (ii) Holiday Inn® & Suites License Agreement dated September 4, 2013 between EHT HISM, LLC and HHF; (iii) Holiday Inn® Hotel Change of Ownership License Agreement dated October 15, 2015 between EHT HIDH, LLC and HHF; (iv) Holiday Inn® Resort Hotel Conversion License Agreement dated November 25, 2014 between EHT HIOR, LLC and HHF; and (v) Crowne Plaza® License Agreement dated July 17, 2014 between EHT CPDCT, LLC and HHF.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CHAPTER 11 EHT US1, INC.,1 Case No.: 21-10036-CSS Debtor. (Jointly Administered) Re: ECF No. 334 LIMITED OBJECTION AND RESERVATION OF RIGHTS OF IHG TO THE DEBTORS’ MOTION FOR ENTRY OF ORDER APPROVING (A) SALE OF SUBSTANTIALLY ALL OF DEBTORS’ ASSETS FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES, AND (B) ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES Holiday Hospitality Franchising, LLC (“HHF”) and Six Continents Hotels, Inc. (“SCH” and collectively with HHF, “IHG”), by and through its undersigned counsel, hereby objects on a limited basis and reserves its rights (the “Limited Objection”) with respect to the Debtors’ Motion for Entry of Order Approving (A) Sale of Substantially All of Debtors’ Assets Free and Clear of Liens, Claims, Interests, and Encumbrances, and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases [Doc. 334] (the “Sale Motion”). In support of the Limited Objection, IHG respectfully states as follows: 2 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6450); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications). 2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Sale Motion.

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FACTUAL BACKGROUND The Sale Motion deals with five hotels (each, a “Hotel” and together the “Hotels”) that relate directly to past or present franchise agreements with IHG and/or IHG’s intellectual property. IHG seeks to ensure that the Sale Order clearly expresses that (i) the Postpetition IHG Agreements (defined below) are not modified by the Sale Order, and (ii) no IHG agreement or intellectual property is being assumed, assigned or in any way transferred to the Successful Bidder. The Hotels relevant to this Limited Objection are:
Table 1 on page 2. Back to List of Tables
Hotel Name Master Lessee Debtor Entity (Propcos)
Holiday Inn Hotel & Suites
Anaheim (“HIA Hotel”)
EHT HIA, LLC Urban Commons Anaheim
HI, LLC
Holiday Inn Hotel & Suites
San Mateo (“HISM Hotel”)
EHT HISM, LLC Urban Commons Bayshore
A, LLC
Holiday Inn Denver East –
Stapleton (“HIDH Hotel”)
EHT HIDH, LLC UCHIDH, LLC
Holiday Inn Resort Orlando
Suites Waterpark (“HIOR
Hotel”)
EHT HIOR, LLC UCCONT1, LLC
Crowne Plaza Danbury
(“CPDCT Hotel”)
EHT CPDCT, LLC Urban Commons Danbury A,
LLC
HHF entered into five pre-petition franchise agreements with the Master Lessees (“Pre-petition License Agreements”).3 HHF also entered into that certain Holiday Inn® Hotel Interim License Agreement dated April 9, 2021 with Debtor Propco, UCHIDH, LLC (“Interim IHG Agreement), which was authorized by this Court on May 10, 2021 for the current operation of the HIDH Hotel. See Order Granting Debtors’ Motion, Pursuant To Sections 363(B) And 503(B) Of 3 The Pre-petition License Agreements, as may have been amended, with the Master Lessees for the HIA Hotel, HISM Hotel, HIDH Hotel, HIOR Hotel, and CPDCT Hotel, respectively, are the (i) Holiday Inn® & Suites Hotel Change of Ownership License Agreement dated August 5, 2011 between EHT HIA, LLC and HHF; (ii) Holiday Inn® & Suites License Agreement dated September 4, 2013 between EHT HISM, LLC and HHF; (iii) Holiday Inn® Hotel Change of Ownership License Agreement dated October 15, 2015 between EHT HIDH, LLC and HHF; (iv) Holiday Inn® Resort Hotel Conversion License Agreement dated November 25, 2014 between EHT HIOR, LLC and HHF; and (v) Crowne Plaza® License Agreement dated July 17, 2014 between EHT CPDCT, LLC and HHF.

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The Bankruptcy Code, Seeking Entry Of Order (I) Authorizing Debtor UCHIDH, LLC To Enter Into And Perform Under Postpetition IHG Agreements, (II) Granting Administrative Expense Status To Payments Under Postpetition IHG Agreements, And (III) Granting Related Relief [Doc. 656]. That order also authorized Debtor Propco, UCHIDH, LLC to enter into a Master Technology Services Agreement dated April 9, 2021 (the “MTSA Agreement”) with IHG Technology Solutions LLC, an affiliate of HHF, in connection with the HIDH Hotel (the Interim IHG Agreement together with the MTSA Agreement, the “Postpetition IHG Agreements”). The HIDH Hotel is the only IHG related hotel currently open and operating. The other four Hotels are closed but, on information and belief, have IHG’s marks on the property and have not been de-identified. All five of the Hotels are proposed to be sold through the Debtors’ Sale Motion to the Stalking Horse Bidder. IHG’S LIMITED OBJECTION AND RESERVATION OF RIGHTS A. Limited Objection Relating to the Postpetition IHG Agreements The Postpetition IHG Agreements were approved well after the Sale Motion and accompanying Stalking Horse Agreement were filed with this Court. Section 1.1 of the Stalking Horse Agreement currently defines “Franchise Agreements” as all of the franchise agreements listed on Schedule A-3 of that agreement. Schedule A-3, in turn, lists the pre-petition franchise agreements entered into by the Master Lessees but does not include the Postpetition IHG Agreements which were executed and approved after the Stalking Horse Agreement was presented to the Court. Similarly, Section 2.1(c)(v) of the Stalking Horse Agreement defines “Excluded Property” to include “the Franchise Agreements, which will not be assigned to Buyer at Closing” but of course does not reference (because it could not reference) the Postpetition IHG Agreements. A similar problem is presented by section 4.5 of the Stalking Horse Agreement, which provides that “Buyer expressly acknowledges the existence of the Franchise Agreements and understands and agrees that no Seller is a party thereto or has any obligations thereunder . . ..”

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(emphasis added). Of course, again, this does not address the current situation of the Postpetition IHG Agreements, which includes, among other material provisions, terms and conditions for the de-identification of the HIDH Hotel in connection with the Sale Transaction. IHG requests that the Sale Order include language, presented below, to clarify that IHG will not be prejudiced by the entry of the Sale Order and the timing of its entry into the Postpetition IHG Agreements. B. Limited Objection and Reservation of Rights Regarding All Hotels if the Stalking Horse Agreement is Modified or the Stalking Horse Buyer is Not the Winning Bidder Section 2.1(c)(v) of the Stalking Horse Agreement defines “Excluded Property” to include “the Franchise Agreements, which will not be assigned to Buyer at Closing.” Additionally, the Postpetition IHG Agreements include a termination on sale clause. The exclusion of the Franchise Agreements and the termination on sale clause is consistent with applicable bankruptcy, franchise, and trademark law. See 11 U.S.C. § 365(c)(1). However, there is no assurance that the Debtors and the Stalking Horse Bidder will not modify the Stalking Horse Agreement, or that a party other than the Stalking Horse Bidder is the Successful Bidder at auction. C. Proposed Language for the Sale Order Based upon the above, IHG respectfully requests that the following language be added to the Sale Order: For avoidance of doubt, (i) the Postpetition IHG Agreements are not modified by this Sale Order and IHG’s rights and remedies under the Postpetition IHG Agreements are retained and entirely unaffected by this Sale Order, (ii) no IHG agreement or intellectual property is being assumed, assigned or in any way transferred to the Successful Bidder, and (iii) all of IHG’s rights are reserved with

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respect to the Pre-petition License Agreements, the Postpetition IHG Agreements and the Hotels.4 CONCLUSION WHEREFORE, IHG respectfully requests that the Court require that any order approving the Sale Motion provide for IHG’s requested language set forth above. Dated: May 14, 2021 WOMBLE BOND DICKINSON (US) LLP By: /s/ Matthew P. Ward Matthew P. Ward (DE 4471) 1313 North Market Street, Suite 1200 Wilmington, DE 19801 Phone: (302) 252-4338/Fax: (302) 598-9256 Email: matthew.ward@wbd-us.com and ALSTON & BIRD LLP Leib M. Lerner (Admitted Pro Hac Vice) Douglas J. Harris (Admitted Pro Hac Vice) 333 S. Hope Street, 16th Fl. Los Angeles, CA 90071 Phone: (213) 576-1000/Fax: (213) 576-1100 Email: leib.lerner@alston.com Email: douglas.harris@alston.com Attorneys for Holiday Hospitality Franchising, LLC and Six Continents Hotels, Inc. 4 Defined terms in this provision shall be as defined in the Limited Objection filed by IHG on May 14, 2021 [Doc. ●]

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