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Full title: FINAL ORDER: (I) AUTHORIZING DEBTORS (A) ESTABLISH POSTPETITIONCASH MANAGEMENT SYSTEM AND (B) CONTINUE TO PERFORMINTERCOMPANY TRANSACTIONS; (II) GRANTING SUPERPRIORITYADMINISTRATIVE EXPENSE STATUS TO POSTPETITION INTERCOMPANYBALANCES; (III) WAIVING REQUIREMENTS OF SECTION 345(b) OFBANKRUPTCY CODE; AND (IV) GRANTING RELATED RELIEF (related document(s)846) Order Signed on 6/8/2021. (CAS) (Entered: 06/08/2021)

Document posted on Jun 7, 2021 in the bankruptcy, 9 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Upon (A) the motion [Docket No. 12] (the “Cash Management Motion”) of the above-captioned debtors and debtors in possession other than Eagle Hospitality Real Estate Investment Trust (collectively, the “Initial Debtors”) for entry of a final order (i) authorizing the Initial Debtors to (a) establish a new postpetition cash management system and (b) continue to perform Intercompany Transactions consistent with historical practice; (ii) granting superpriority administrative expense status to postpetition intercompany balances; (iii) waiving the requirements of section 345(b) of the Bankruptcy Code; and (iv) granting related relief, and (B) 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);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 (9915); 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).[Docket No. 111] of the Initial Debtors and Eagle Hospitality Real Estate Investment Trust (“EH-REIT” and, together with the Initial Debtors, the “Debtors”) for entry of an order making certain first day orders applicable to EH-REIT’s chapter 11 case (such motion, to the extent it seeks to make the relief requested in the Cash Management Motion applicable to EH-REIT’s chapter 11 case, the “EH-REIT Insurance Motion” and, together with the Insurance Motion, the “Motions”),2 all as more fully set forth in the Motions; and upon the First Day Declaration; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Eagle Hospitality Group’s estates, their creditors, and other parties in interest; and the Court having found that the Eagle Hospitality Group’s notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and the Court having reviewed the Motions; and the Court having entered orders granting the Cash Management Motion on an interim basis [Docket No. 57, 187, 288, 356, 557, and 661]; and the Court having heard the statements in supp

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---------------------------------------------------------------x: In re: : Chapter 11 : EHT US1, Inc., et al.,1 : Case No. 21-10036 (CSS) : Debtors. : (Jointly Administered) : : RE: Docket No. 12, 57, 187, 288, 356, 557, ---------------------------------------------------------------x 661 & 846 FINAL ORDER: (I) AUTHORIZING DEBTORS’ (A) ESTABLISH POSTPETITION CASH MANAGEMENT SYSTEM AND (B) CONTINUE TO PERFORM INTERCOMPANY TRANSACTIONS; (II) GRANTING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS TO POSTPETITION INTERCOMPANY BALANCES; (III) WAIVING REQUIREMENTS OF SECTION 345(b) OF BANKRUPTCY CODE; AND (IV) GRANTING RELATED RELIEF Upon (A) the motion [Docket No. 12] (the “Cash Management Motion”) of the above-captioned debtors and debtors in possession other than Eagle Hospitality Real Estate Investment Trust (collectively, the “Initial Debtors”) for entry of a final order (i) authorizing the Initial Debtors to (a) establish a new postpetition cash management system and (b) continue to perform Intercompany Transactions consistent with historical practice; (ii) granting superpriority administrative expense status to postpetition intercompany balances; (iii) waiving the requirements of section 345(b) of the Bankruptcy Code; and (iv) granting related relief, and (B) 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 (9915); 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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the motion [Docket No. 111] of the Initial Debtors and Eagle Hospitality Real Estate Investment Trust (“EH-REIT” and, together with the Initial Debtors, the “Debtors”) for entry of an order making certain first day orders applicable to EH-REIT’s chapter 11 case (such motion, to the extent it seeks to make the relief requested in the Cash Management Motion applicable to EH-REIT’s chapter 11 case, the “EH-REIT Insurance Motion” and, together with the Insurance Motion, the “Motions”),2 all as more fully set forth in the Motions; and upon the First Day Declaration; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Eagle Hospitality Group’s estates, their creditors, and other parties in interest; and the Court having found that the Eagle Hospitality Group’s notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and the Court having reviewed the Motions; and the Court having entered orders granting the Cash Management Motion on an interim basis [Docket No. 57, 187, 288, 356, 557, and 661]; and the Court having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Motions and at the Hearing establish just cause for the relief granted in this final order (the “Final Order”); and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 2 Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Motions.

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1. The Motions are granted on a final basis to the extent set forth herein. 2. Except as otherwise provided herein, the Debtors are authorized, but not directed, to: (a) establish the Postpetition Cash Management System as described in the Motions; and (b) continue to perform Intercompany Transactions consistent with historical practice. 3. The Debtors are further authorized, but not directed, to: (a) establish the Postpetition Accounts (including accounts of EH-REIT); (b) treat the Postpetition Accounts for all purposes as accounts of the Debtors as debtors in possession; (c) deposit funds in and withdraw funds from the Postpetition Accounts by all usual means, including checks, wire transfers, and other debits; (d) pay bank fees related to the Postpetition Accounts; and (e) perform their obligations under the documents governing the Postpetition Accounts. 4. The requirements of the U.S. Trustee Guidelines that the Debtors close all Accounts (including accounts of EH-REIT) and open new debtor in possession are hereby waived. In addition, the requirements of the U.S. Trustee Guidelines that the Debtors establish specific Accounts (including accounts of EH-REIT) are hereby waived. 5. Except as otherwise expressly provided in this Final Order, and subject to the protections provided to the Cash Managements Banks in paragraph 7 of this Final Order, the Postpetition Cash Management Bank is authorized to maintain, service, and administer Accounts as accounts of the Debtors as debtors in possession, without interruption and in the ordinary course in accordance with prepetition practices, and to receive, process, honor, and pay, to the extent of available funds, any and all checks, drafts, wires, credit card payments, and ACH transfers issued, presented, or drawn on the Accounts after the Petition Date by the holders, makers, or payors thereof, as the case may be, on account of claims arising (a) on or after the Petition Date or (b) prior to the Petition Date and authorized by the Court.

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6. Subject to the terms set forth herein, the Postpetition Cash Management Bank may rely upon the representations of the Debtors with respect to whether any check, draft, wire, or other transfer drawn or issued by the Debtors on, or after the Petition Date should be honored pursuant to any order of the Court. 7. The requirements provided in section 345(b) of the Bankruptcy Code are hereby suspended for an interim period of thirty (30) days from the date of entry of this Order, without prejudice to the Debtors’ right to seek a further suspension. 8. The Debtors (including EH-REIT) are authorized to implement changes to the Cash Management System and procedures related thereto in the ordinary course of business, including (a) opening any new Postpetition Accounts or closing any existing Postpetition Accounts and (b) entering into any ancillary agreements, including new deposit account control agreements, related to the foregoing, as it may deem necessary and appropriate; provided that the Debtors give notice within 14 days to the U.S. Trustee, counsel to the Prepetition Facility Agent, and counsel to the official committee of unsecured creditors (the “Creditors’ Committee”);3provided, further, that the Debtors shall open any new Postpetition Account at a bank that has executed a Uniform Depository Agreement with the U.S. Trustee. The East West Bank is authorized to honor the Debtors’ requests regarding opening or closing Postpetition Accounts. 9. EH-REIT is authorized to use the EH-REIT Account in the ordinary course of business. 10. For Cash Management Banks at which the Debtors hold Accounts in the United States that are not party to a Uniform Depository Agreement with the U.S. Trustee, the Debtors shall use their good-faith efforts to cause the banks to execute a Uniform Depository Agreement 3 The U.S. Trustee, counsel to the Prepetition Facility Agent, and counsel to the Creditors’ Committee shall be referred to, collectively, as the “Notice Parties”.

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in a form prescribed by the Office of the U.S. Trustee within thirty (30) days of the date of this Final Order. The U.S. Trustee’s rights to seek further relief from the Court on notice in the event that the aforementioned banks are unwilling to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved. 11. The relief granted in this Final Order is extended to any new Postpetition Account opened by the Debtors after the date hereof, which account shall be deemed a Postpetition Account, and to the bank at which such account is opened, which bank shall be deemed a Postpetition Cash Management Bank. As required herein, to the extent Debtors open a new Postpetition Account, it shall provide notice to the Notice Parties. 12. In the course of providing cash management services to the Debtors, the Postpetition Cash Management Bank is authorized, without further order of the Court, to deduct the applicable postpetition bank fees from the appropriate Accounts. 13. The Debtors are authorized to continue Intercompany Transactions arising from or related to the operation of their business in the ordinary course on a postpetition basis, including the ability to continue making and honoring Intercompany Transactions and Intercompany Obligations. 14. Nothing herein authorizes any payments that are precluded by the Final Order (I) Authorizing Debtors to Obtain Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Modifying Automatic Stay, and (IV) Granting Related Relief [Docket No. 287] (the “Final DIP Order”). In addition, approval of this Order shall not be deemed to be the Court sanctioning or consent to or approval of, and is without prejudice to the rights of the Creditors’ Committee, the Prepetition Facility Agent, and the Prepetition Lenders to object to, any oversight authority being granted to the REIT Trustee with respect to the Debtors,

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and the rights of the Creditors’ Committee, the Prepetition Facility Agent, and the Prepetition Lenders to object to any such authority are preserved. 15. Notice and Other Requirements Relating to Debtor Transfers to Non-Debtor Transferees and Upstream Transferees. a. Notice of Transfer. The Debtors shall provide the Creditors’ Committee and counsel to the Prepetition Facility Agent (together, the “Agreed Notice Parties”) with seven (7) days’ prior written notice (together with reasonably detailed supporting documentation of the proposed use and need for the use of funds) (a “Notice of Transfer”) of, and subject to the threshold limitations described below, the use of the Debtors’ cash, including DIP proceeds, to make Non-Debtor Advances or Upstream Payments (each as defined below). The sole purpose of such advance notice period is to allow the Agreed Notice Parties sufficient time to seek emergency relief from the Court by objecting to such proposed use of the Debtors’ cash, including DIP proceeds, and, in connection with any such objection, all rights are reserved for the Debtors and the Agreed Notice Parties to argue that any such proposed use of the Debtors’ cash, including DIP proceeds, is (or is not) (x) in the ordinary course of business, or (y) subject to or appropriate under the business judgment standard. The notice provisions herein shall not constitute an agreement to otherwise shift any applicable burden of proof as between the Debtors and the Agreed Notice Parties with respect to the Debtors’ use of cash, including DIP proceeds, or such objection by any of the Agreed Notice Parties. Following any such objection by any of the Agreed Notice Parties, the Debtors shall not make the proposed Non-Debtor Advances or Upstream Payments until the Court resolves the objection. The Debtor and the Agreed Notice Parties agree that any such objection may be heard on an expedited basis subject to the Court’s calendar; provided, that the Agreed Notice Parties’ failure to seek such an emergency hearing with respect to any such use of the Debtors’ cash, including DIP proceeds, shall not be deemed a consent to, or approval for, and is without prejudice to the rights of the Agreed Notice Parties to object to, any future use of DIP Facility (as defined in the Final DIP Order) proceeds. b. Non-Debtor Advances – Notice. The Debtors shall provide a Notice of Transfer at least seven (7) days prior to the proposed use of the Debtors’ cash, including DIP proceeds, to make any transfer to, or on behalf of, (i) 14315 Midway Road Addison LLC, (ii) 6780 Southwest FWY, Houston, LLC, or (iii) 44 Inn America Woodbridge Associates, L.L.C. (any such entities, a “Non-Debtor Transferee” and any such transfer a “Non-Debtor Advance”), when such Non-Debtor Advance is a Non-Debtor Advance that, when combined with all prior, simultaneous, or recurring Non-Debtor Advances to the Non-Debtor Transferees, aggregates to over $500,000.

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The Debtors shall not transfer cash, including DIP proceeds, to any non-Debtor affiliate other than by a Non-Debtor Advance to a Non-Debtor Transferee, which Non-Debtor Advance shall be subject to the Notice of Transfer and related threshold limitations. c. Non-Debtor Advances – Form of Transaction. In exchange for a Non-Debtor Advance, the Debtors shall take reasonable best efforts to record such Non-Debtor Advance as a loan to such Non-Debtor Transferee (unless the existing loan documents with respect to such non-Debtors prohibit such loans), which loan shall be repaid to the lending Debtor prior to such Non-Debtor Transferee paying any dividend to its parent entity(ies); provided, that failure to record such Non-Debtor Advance as a loan shall not affect its treatment as a loan in the Chapter 11 Case(s) of the Debtor(s) that made such Non-Debtor Advance(s). d. Upstream Payments. The Debtors shall provide a Notice of Transfer at least seven (7) days prior to the proposed transfer to, or on behalf of, EH-REIT, Eagle Hospitality Trust S1 Pte. Ltd. (“EH-S1”) and Eagle Hospitality Trust S2 Pte. Ltd. (“EH-S2” and, together with EH-S1 and EH-REIT, the “Upstream Transferees”) by any other Debtor of cash, including DIP proceeds, (any such transfer, an “Upstream Payment”) when such Upstream Payment is: (A) a one-time Upstream Payment in excess of $200,000 made to satisfy a payment obligation owed by such Upstream Transferee to a given ultimate transferee or payee (together with any affiliate or related party, an “Ultimate Payee”), (B) an Upstream Payment that, when combined with all prior, simultaneous or recurring Upstream Payments to any Upstream Transferee made to satisfy a payment obligation owed to the same Ultimate Payee, aggregates to over $200,000, or (C) an Upstream Payment that, when combined with all prior and simultaneous Upstream Payments, aggregates to over $2,000,000 in a six (6) month period; provided, that any unused amount of such $2,000,000 threshold shall not carry over and effect an increase in the threshold for the following six (6) month period. e. Payments Not Subject to Notice Period. The Debtors need not provide the Agreed Notice Parties with a Notice of Transfer with respect to the following Non-Debtor Advances or Upstream Payments, regardless of the amount or frequency of such payments (the “Excluded Payments”): (A) any Non-Debtor Advance or Upstream Payment permitted by an express order of the Court; (B) any Non-Debtor Advance or Upstream Payment made to satisfy a payment obligation owed to a Case Professional whose retention was approved, or is subject to approval by, the Court, it being understood that the Agreed Notice Parties retain their otherwise applicable rights to object to the approval of such fees pursuant to

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the fee objection process; or (C) any use by any Upstream Transferee of cash held by such Upstream Transferee as of the Petition Date. For the avoidance of doubt, nothing in this Order shall modify the Debtors’ obligation to provide the Agreed Notice Parties with information regarding the Excluded Payments consistent with paragraph 33 of the Final DIP Order. f. Restrictions on Unitholder Distributions. Notwithstanding anything to the contrary herein, EH-REIT shall not pay any dividends or otherwise make any distributions to persons who hold units or other equity interests in EH-REIT on account of such person’s ownership of units or such interests absent a separate Court order. 16. The Debtors shall continue to maintain current records with respect to all transfers of cash so that all transactions, including the Intercompany Transactions, may be readily ascertained, traced, and recorded properly on applicable intercompany accounts, with such records available upon request by the Notice Parties. 17. All postpetition payments from a Debtor to another Debtor under any postpetition Intercompany Transactions authorized hereunder are hereby accorded superpriority administrative expense status under section 503(b) of the Bankruptcy Code (junior to DIP Facility claims). 18. Nothing contained in the Motions or this Final Order shall be construed to (a) create or perfect, in favor of any person or entity, any interest in cash of a Debtor that did not exist as of the Petition Date or (b) alter or impair any security interest or perfection thereof, in favor of any person or entity, that existed as of the Petition Date. 19. Notwithstanding the Debtors’ use of a consolidated cash management system, the Debtors shall calculate quarterly fees under 28 U.S.C. § 1930(a)(6) based on the disbursements of each Debtor, regardless of which entity pays those disbursements. 20. All the Debtors’ rights with respect to Prepetition Accounts are preserved. 21. The Debtors are authorized to issue postpetition checks, or to effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests that are dishonored

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as a consequence of these chapter 11 cases with respect to prepetition amounts owed as approved by this Final Order. 22. The contents of the Motions satisfy the requirements of Bankruptcy Rule 6003(b). 23. Notice of the Motions as provided therein shall be deemed good and sufficient notice of such Motions and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice. 24. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final Order are immediately effective and enforceable upon its entry. 25. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order in accordance with the Motions. 26. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Final Order. Dated: June 8th, 2021 CHRISTOPHER S. SONTCHI Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE

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