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Full title: Objection Limited Supplemental Objection of Ad Hoc Committee of Holders of Equity Units To Motion of Debtors For Entry of Order (I) Approving (A) Bidding Procedures, (B) Designation of Stalking Horse Bidder and Stalking Horse Bidder Protections, (C) Form and Manner of Notice of Sale, Auctions, and Sale Hearing, And (D) Assumption and Assignment Procedures, and (II) Scheduling Auctions and Sale Hearing (related document(s)334) Filed by Ad Hoc Equity Committee (Attachments: # 1 Certificate of Service) (Joyce, Michael) (Entered: 05/24/2021)

Document posted on May 23, 2021 in the bankruptcy, 5 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 Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657);EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); 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).Constellation Hospitality Group, LLC (“CHG”), which submitted a Chapter 11 Plan Bid, has indicated their intention to tender a refined Bid for the Non-Auctioned Properties that would provide greater value to the Debtors’ estates than the Stalking Horse Bid, including a recovery to existing equity unitholders.5 CHG, on information and belief, is also working to provide evidence of committed financing for such Refined CHG Bid.If the CHG Bid is higher or better than the Stalking Horse Bid, the Debtors should deem such bid a Qualified Bid, reopen the Auction (which could be held over the weekend before the June 1 hearing), and assuming there is no further bidding at such Auction, designate the Refined CHG Bid the Successful Bid and the bid by Madison Phoenix (“Madison”) as the Back-Up Bid.Approving (A) Bidding Procedures, (B) Designation of Stalking Horse Bidder and Stalking Horse Bid Protections, (C) Scheduling Auctions and Sale Hearing, (D) Form and Manner of Notice of Sale, Auctions, and Sale Hearing, and (E) Assumption and Assignment Procedures and (II)

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No. 21-10036 (CSS) EHT US1, Inc., et al.,1 (Jointly Administered) Hearing Date: May 28, 2021 at 1:00 pm (ET) Debtors. Ref. ECF No. 334 LIMITED SUPPLEMENTAL OBJECTION OF AD HOC COMMITTEE OF HOLDERS OF EQUITY UNITS TO MOTION OF DEBTORS FOR ENTRY OF ORDER (I) APPROVING (A) BIDDING PROCEDURES, (B) DESIGNATION OF STALKING HORSE BIDDER AND STALKING HORSE BIDDER PROTECTIONS, (C) FORM AND MANNER OF NOTICE OF SALE, AUCTIONS, AND SALE HEARING, AND (D) ASSUMPTION AND ASSIGNMENT PROCEDURES, AND (II) SCHEDULING AUCTIONS AND SALE HEARING The ad hoc committee of holders of equity units (the “Ad Hoc Equity Committee”) issued by the Eagle Hospitality Real Estate Investment Trust and the Eagle Hospitality Business Trust, by and through its undersigned co-counsel, hereby files this limited supplemental objection (the “Limited Objection”) to the Motion of Debtors for Entry of Order (I) Approving (A) Bidding Procedures, (B) Designation of Stalking Horse Bidder and Stalking Horse Bidder Protections, (C) 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 Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); 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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Form and Manner of Notice of Sale, Auctions, and Sale Hearing, and (D) Assumption and Assignment Procedures, and (II) Scheduling Auctions and Sale Hearing, dated March 9, 2021 [ECF No. 334] (the “Sale Motion”),2 as provided in the Order granting the Sale Motion (as amended), dated March 24, 2021 [ECF No. 503] (the “Sale Order”), and states as follows: 1. To maximize the value of the Debtors’ estates, and in order to realize the benefits of a fervent bidding process, the Sale Hearing should be postponed until June 1, 2021. As described below, such an extension would be in full compliance with the terms of the Stalking Horse Agreement and would impose no material burdens on the Debtors. Conversely, such an extension could result in a significant increase to the value of the Debtors’ estates, as described below. Because there is no downside to the postponement, and the potential for substantial benefit to the estates, the postponement should be granted. 2. On May 20, 2021, the Debtors filed the Debtors’ Notice of (I) Auction Results and Proposed Sale and (II) Provision of Adequate Assurance From Proposed Purchasers [ECF No. 734] (the “Sale Notice”), indicating that no Qualified Bids were received other than the Stalking Horse Bid for certain hotels listed in the Sale Notice (the “Non-Auctioned Properties”), and that the Stalking Horse Bidder was deemed the Successful Bidder of the Non-Auctioned Properties. Pursuant to the Sale Order, the Sale Hearing is currently scheduled for May 28, 2021.3 However, the Stalking Horse Agreement only requires that the Sale Hearing be held on or before June 1, 2021.4 2 Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Sale Motion. 3 Sale Order at ¶ 20. 4 See Stalking Horse Agreement, id. at Ex. 4, § 4.10(c).

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3. Constellation Hospitality Group, LLC (“CHG”), which submitted a Chapter 11 Plan Bid, has indicated their intention to tender a refined Bid for the Non-Auctioned Properties that would provide greater value to the Debtors’ estates than the Stalking Horse Bid, including a recovery to existing equity unitholders.5 CHG, on information and belief, is also working to provide evidence of committed financing for such Refined CHG Bid. If CHG submits a bid (such bid, the “Refined CHG Bid”) that is higher or better than the Stalking Horse Bid by Friday, May 28, 2021, this court should grant the extension so that the Debtors may use the “fiduciary out” set forth in the Bidding Procedures6 to consider such bid. If CHG fails to submit a higher or better bid, the Debtors will still be in compliance with the Stalking Horse Agreement milestones, which only require that the Sale Hearing take place by June 1, 2021. 4. If the CHG Bid is higher or better than the Stalking Horse Bid, the Debtors should deem such bid a Qualified Bid, reopen the Auction (which could be held over the weekend before the June 1 hearing), and assuming there is no further bidding at such Auction, designate the Refined CHG Bid the Successful Bid and the bid by Madison Phoenix (“Madison”) as the Back-Up Bid. The Debtors will then have two weeks to resolve any deficiencies with the Refined CHG Bid before the June 14, 2021 deadline to provide Madison with notice that it is terminating the Refined CHG Bid and proceeding with closing the sale with Madison as the Back-Up Bidder.7 Once again, the Debtors potentially have everything to gain and nothing to lose: CHG has already tendered a 5 See Emergency Motion of Constellation Hospitality Group, LLC (I) to Extend Certain of the Sale Deadlines, and (II) Granting Related Relief [ECF No. 722] (the “CHG Motion”) at ¶ 21. 6 See Order (I) Approving (A) Bidding Procedures, (B) Designation of Stalking Horse Bidder and Stalking Horse Bid Protections, (C) Scheduling Auctions and Sale Hearing, (D) Form and Manner of Notice of Sale, Auctions, and Sale Hearing, and (E) Assumption and Assignment Procedures and (II) Granting Related Relief [ECF No. 495] at Ex. 1, 18-19. 7 See id. at § 4.9(d).

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deposit (the “Deposit”). The Debtors could condition designating CHG as the Successful Bidder on its forfeiture of the deposit if CHG fails to provide the Debtors with evidence of committed financing to consummate the Refined CHG Bid. The Debtors’ retention of the Deposit will more than compensate for the two-week delay in the administration of the Debtors’ bankruptcy cases.8 And, if the CHG Bid does not result in a consummated transaction, Madison will remain obligated to fulfill the terms of the Stalking Horse Agreement as Back-Up Bidder, provided that the Debtors comply with the noticing requirements of Section 4.9(d) thereof. 5. A proper Section 363 sale process is one that fosters robust, competitive bidding. See Calpine Corp. v. O’Brien Envt’l Energy, Inc. (In re O’Brien Envt’l Energy, Inc.), 181 F.3d 527, 535-37 (3d Cir. 1999) (recognizing that more competitive bidding will bring better benefit to the estate); In re Edwards, 228 B.R. 552, 561 (Bankr. E.D. Pa. 1998) (noting judges should encourage “fervent bidding” that “redounds to the benefit” of the bankruptcy estate). Furthermore, the Debtors’ duty is to maximize the value of the estate. See Zazzali v. Swenson (In re DBSI, Inc.), 451 B.R. 373, 377 (Bankr. D. Del. 2011). Here, there is no downside to permitting the additional bidding described herein: if CHG does not provide a higher or better bid in time for a Sale Hearing on June 1, the Debtors will have breached no milestone, and, should a Refined CHG Bid ultimately fail, the Stalking Horse Bidder will still be obligated to consummate the transaction (and the Debtors will have CHG’s non-refundable deposit in the bank). There is only potential upside: if 8 While the Bidding Procedures require, for asset bids, a cash deposit “in the amount of no less than ten percent (10%) of the applicable Purchase Price (see Bidding Procedures at 12), the term “Purchase Price” (and, therefore, the requirement of a deposit of 10% thereof) does not apply to Chapter 11 Plan Bids. Id. at 5 (“Other than for a Chapter 11 Plan Bid, each Bid must clearly set forth, as applicable: (i) Purchase Price. Each Bid must specify the price (the “Purchase Price”) proposed to be paid for each Asset…”) (emphasis added). The Bidding Procedures thus do not require that the CHG Bid (or a Refined CHG Bid), which is a Chapter 11 Plan Bid, be accompanied by a deposit. Nonetheless, upon information and belief, the CHG Bid was accompanied by a deposit of $10 million.

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CHG proposes a Chapter 11 Plan Bid that is higher or better than the Stalking Horse Bid and would provide a higher recovery to the Debtors’ stakeholders, the Debtors are duty-bound to accept it. 6. For these reasons, the Ad Hoc Equity Committee believes that a brief postponement of the Sale Hearing to allow for the submission of a Refined CHG Bid is appropriate, would maximize the value of the Debtors’ estates, and is in the best interests of all of the Debtors’ stakeholders. CONCLUSION WHEREAS, the Ad Hoc Equity Committee respectfully requests that the Court: (i) postpone the Sale Hearing to June 1, 2021; and (ii) grant such other or further relief to the Ad Hoc Equity Committee as deemed just or proper. Dated: May 24, 2021 Wilmington, DE /s/ Michael J. Joyce Michael J. Joyce (No. 4563) THE LAW OFFICES OF JOYCE, LLC 1225 King Street Suite 800 Wilmington, DE 19801 (302)-388-1944 mjoyce@mjlawoffices.com Counsel to the Ad Hoc Equity Committee

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