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Full title: Limited Objection to Debtors' Omnibus Motion, Pursuant to Section 365(b) of the Bankruptcy Code, Seeking Entry of Order (I) Authorizing Debtors to Reject Certain Executory Contracts as of the Date Specified Herein and (II) Granting Related Relief (related document(s)702) Filed by City of Long Beach and the City of Long Beach, Harbor Department, acting by and through its Board of Harbor Commissioners (Attachments: # 1 Certificate of Service) (Busenkell, Michael) (Entered: 05/21/2021)

Document posted on May 20, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

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);The City is the landlord under that certain Amended and Restated Lease and Operations Agreement of Queen Mary, Adjacent Lands and Improvements, Dome and Queen’s Marketplace dated November 1, 2016 (the “Lease”).The Debtor is the tenant under the Leases, pursuant to which the Debtor leases the RMS Queen Mary (a retired British ocean liner that operated between the 1930s and 1960s; it now operates as a hotel, museum and attraction and is one of the most iconic landmarks and attractions in the City), the water surrounding it within the enrockment, the land adjacent to the Queen Mary and improvements on that land, and certain additional water rights adjacent to the Queen Mary, collectively located at 1126 Queens Hwy, Long Beach, California 90802.That Arose Prepetition in Connection with Such Agreements (the “Caretaker Motion”), “[i]n April and May 2020, in connection with the closure of the Closed Hotels, the applicable Debtor Propcos entered into hotel caretaker agreements with certain hotel operators so as to ensure that basic and limited safeguard services are provided at the Closed Hotels to prevent waste at and material damage to the Closed Hotels.“Given the critical importance of the caretaker services, and in order to ensure that the Closed Hotels are safely maintained without interruption, the Debtors request authorization to (a) continue to perform under the hotel caretaker agreements in effect as of the Petition Date with respect to the Closed Hotels and (b) pay amounts that were accrued or incurred in the ordinary course prepetition under such hotel caretaker agreements, but that remain unpaid as of the Petition Date, and replenish prepetition amounts in the caretaker bank accounts (such claims, the “Caretaker Claims”).”5

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IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: Chapter 11 EHT US1, INC., et al., Case No. 21-10036 (CSS) (Jointly Administered) Debtors1. Re: D.I. 702 LIMITED OBJECTION OF THE CITY OF LONG BEACH TO THE DEBTORS’ OMNIBUS MOTION, PURSUANT TO SECTION 365(b) OF THE BANKRUPTCY CODE, SEEKING ENTRY OF ORDER (I) AUTHORIZING DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS AS OF THE DATE SPECIFIED HEREIN AND (II) GRANTING RELATED RELIEF The City of Long Beach (the “City”) and the City of Long Beach, a municipal corporation acting by and through its Board of Harbor Commissioners (the “Port”) (the City and the Port are collectively referred to herein as the “City”), hereby file this limited objection to the Debtors’ Omnibus Motion, Pursuant to Section 365(b) of the Bankruptcy Code, Seeking Entry of Order (I) Authorizing Debtors to Reject Certain Executory Contracts as of the Date Specified Herein and (II) Granting Related Relief (Docket No. 702) (the “Motion”). 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).

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I. INTRODUCTION By the Motion, Debtor Urban Commons Queensway, LLC dba Queen Mary (the “Debtor”) and its other related debtor entities (collectively, the “Debtors”) seek to reject certain management and franchise-related contracts, including the Debtor’s contracts with Evolution Hospitality, LLC (“Evolution”). The Motion seeks to reject the “Letter Agreement Re: Assignment of Hotel Management Agreement” and “Letter Agreement Re: Management of the Queen Mary/Seaport Development” (together the “Evolution Contracts”). See Motion, Schedule 1. The City has no objection to the Motion as long as Evolution or another qualified entity remains in place to ensure the safety and security of the City’s property while the Debtor remains the lessee under the leases between the City and the Debtor. Any rejection should become effective upon: (a) the assumption and assignment of the leases following a final order approving assumption and assignment; or (b) a final order rejecting the leases and surrendering the leased premises to the City. The City is the landlord under that certain Amended and Restated Lease and Operations Agreement of Queen Mary, Adjacent Lands and Improvements, Dome and Queen’s Marketplace dated November 1, 2016 (the “Lease”). The City is also the landlord under the Submerged Land and Water Area Lease (the “Submerged Land Lease”) and the Special Events Park Lease (the Lease, Submerged Land Lease and Special Events Park Lease are collectively referred to herein as the “Leases”). There are multiple subleases, and in some cases, sub-subleases and sub-sub-subleases related to the Leases. The Debtor is the tenant under the Leases, pursuant to which the Debtor leases the RMS Queen Mary (a retired British ocean liner that operated between the 1930s and 1960s; it now operates as a hotel, museum and attraction and is one of the most iconic landmarks and attractions in the City), the water surrounding it within the enrockment, the land adjacent to the Queen Mary and improvements on that land, and certain additional water rights

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adjacent to the Queen Mary, collectively located at 1126 Queens Hwy, Long Beach, California 90802. Included within the premises leased by the City to the Debtor is land, submerged land and water used, through leases and subleases, to develop and operate a cruise ship docking area and terminal for Carnival Corporation. The Evolution Contracts, or similar contracts, are necessary to ensure, among other things, the safety and security of the City’s property, including the Queen Mary and surrounding land and improvements, and for services such as security guards, maintenance, repairs, protection against fires or flooding and emergency services. On May 14, 2021, the Debtor filed a Motion for Order, Under Section 365(d)(4) of Bankruptcy Code and Bankruptcy Rule 9006, Extending Time Within Which Debtors May Assume or Reject Unexpired Leases of Nonresidential Real Property (Docket No. 701) (the “Extension Motion”), pursuant to which the Debtors seek an extension of time to assume or reject the City’s leases with the Debtor through and including August 16, 2021. Since the Motion has been filed to reject the Evolution Contracts, but the Debtor has requested an extension to assume or reject the leases between the City and the Debtor, any rejection of the Evolution Contracts should not be effective while the Debtor remains the lessee unless the Debtor contracts with a different qualified entity to ensure the safety and security of the leased premises. II. LIMITED OBJECTION The Debtor must timely perform the obligations under the Leases until they are assumed or rejected pursuant to 11 U.S.C. § 365(d)(3). As set forth in the Debtors’ Motion for Entry of Interim and Final Orders Authorizing Debtors to (A) Continue to Perform Under Current Hotel Caretaker Agreements and (B) Pay Certain Claims That Arose Prepetition in Connection with Such Agreements (the “Caretaker Motion”), “[i]n April and May 2020, in connection with the closure of the Closed Hotels, the applicable Debtor Propcos entered into hotel caretaker

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agreements with certain hotel operators so as to ensure that basic and limited safeguard services are provided at the Closed Hotels to prevent waste at and material damage to the Closed Hotels.”2 The Caretaker Motion further states that the services provided are critical to the closed hotels, which include the Queen Mary (Exhibit C to the Caretaker Motion): • “Services to be provided by the hotel caretakers include building security, fire safety and basic maintenance. These services are critical to safely maintain and prevent damage to the Closed Hotels while they are closed.”3 • “The uninterrupted provision of caretaker services is critical to preserve the value of the Closed Hotels. Absent such services, the Closed Hotels would be put at risk of theft, mold, and other damage to the property.”4 • “Given the critical importance of the caretaker services, and in order to ensure that the Closed Hotels are safely maintained without interruption, the Debtors request authorization to (a) continue to perform under the hotel caretaker agreements in effect as of the Petition Date with respect to the Closed Hotels and (b) pay amounts that were accrued or incurred in the ordinary course prepetition under such hotel caretaker agreements, but that remain unpaid as of the Petition Date, and replenish prepetition amounts in the caretaker bank accounts (such claims, the “Caretaker Claims”).”5 The Court entered an interim order approving the Caretaker Motion (Docket Nos. 56) and a final order approving the Caretaker Motion (Docket No. 286). Given that the Debtor remains the lessee under the Leases and has filed the Extension Motion requesting until August 16, 2021 to make a determination as to whether to assume or reject the Leases, any rejection of the Evolution 2 Caretaker Motion, p. 6 of 13, ¶ 14. 3 Caretaker Motion, p. 6 of 13, ¶ 15. 4 Caretaker Motion, p. 7 of 13, ¶ 18. 5 Caretaker Motion, p. 8 of 13, ¶ 19.

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Contracts should not become effective while the Debtor remains the lessee under the Leases. The Evolution Contracts must remain in place (or the Debtor must enter into a contract with another qualified company) to ensure the security and safety of the Queen Mary and the leased premises during the pendency of this bankruptcy case. The statements made by the Debtor in the Caretaker Motion remain true that the uninterrupted provision of the caretaker services is critical to preserve the value of the leased premises, and absent such services, the Queen Mary and leased premises will be put at risk. That would cause additional defaults under the Leases. III. RESERVATION OF RIGHTS The City reserves any and all rights under the Leases and applicable statutes and case law, including those set forth in the pending adversary proceeding (Adv. No. 21-50316-CSS), the City’s limited objection to bidding procedures (Docket No. 384), the City’s objection to proposed cure costs and adequate assurance (Docket No. 566), the City’s objection to the assumption, assignment and sale of the Leases (Docket No. 694) and any potential motion, including but not limited to a potential motion for relief from the automatic stay, and no such rights or other rights of the City are waived as a result of the filing of this limited objection. IV. CONCLUSION Based on the foregoing, the City respectfully requests that the Court enter an order denying the Motion as to the Evolution Contracts without prejudice to such a motion being brought at a later date. Alternatively, the City respectfully requests that if the Motion is granted as to the Evolution Contracts, that the rejection become effective only upon: (a) the assumption and assignment of the Leases following a final order approving assumption and assignment; or (b) a final order rejecting the Leases and surrendering the leased premises to the City.

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Respectfully Submitted, Dated: May 21, 2021 GELLERT SCALI BUSENKELL & BROWN LLC Wilmington, Delaware By: /s/ Michael Busenkell Michael Busenkell (DE 3933) 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Tel: (302) 425-5812 Fax: (302) 425-5814 E-mail: mbusenkell@gsbblaw.com -and- Corey R. Weber (admitted pro hac vice) Jessica L. Bagdanov (admitted pro hac vice) BRUTZKUS GUBNER 21650 Oxnard Street Woodland Hills, CA 91367 Tel: (818) 827-9000 Fax: (818) 827-9099 E-mail: cweber@bg.law and jbagdanov@bg.law Counsel to the City of Long Beach and the City of Long Beach, a municipal corporation acting by and through its Board of Harbor Commissioners

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