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Full title: Stipulation to Extend Deadline to Assume or Reject Irwin Lease Filed by Interested Party Professional Investors 34, LLC. (Kim, Jeannie) (Entered: 07/07/2021)

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

Bankrupt11 Summary (Automatically Generated)

This Stipulation is entered into by and among Professional Investors, 34, LLC (the 19 “Debtor”), a debtor and debtor in possession in the above-captioned, jointly administered chapter 20 11 bankruptcy cases (collectively, the “Bankruptcy Case”), on the one hand, and the State of 21 California, Department of Transportation (“Caltrans”), in its capacity as landlord under the Lease 22 (defined herein), on the other hand, by and through their respective undersigned counsel.On December 11, 2021 (the “Petition Date”), the Court entered the Order for Relie27 in Case No. 20-30936 in response to the involuntary petition for relief filed against the Debtor an 1 B. On April 28, 2017, Caltrans consented to the assignment to the Debtor (the 2 “Assignment”) of that certain real property lease (as amended from time to time, the “Lease”) to a3 portion of Caltran’s right of way identified as “Freeway Lease Area 04-MRN-101-0016 A & B” 4 located at the address commonly known as 851 Irwin Street, San Rafael, California (the 5 “Premises”).8 D. Pursuant to that Order Extending the LLC/LP Debtors’ Time to Assume or Reject 9 Unexpired Nonresidential Real Property Leases entered on April 7, 2021, as Docket No. 547, the 10 Debtor’s deadline to assume or reject, among others, the Lease, has been extended through and 11 including July 8, 2021 (the “Assumption/Rejection Deadline”), without prejudice to the LLC/LP 12 Subject to Court approval and authorization, and notwithstanding the date of entry 11 of an order approving this Stipulation, the Assumption/Rejection Deadline shall be extended 12 through and including the 45th day after the occurrence of the Effective Date of the Plan, provided13 however, that the Debtors shall continue to comply with all of its obligations under the Lease, 14 including, but not limited to, timely payment of monthly rent under the Lease.Reject Irwin Lease (the “Stipulation”)1 entered into by and among the Debtor and Caltrans and 14 filed with the Court on July [•], 2021, as Docket No.

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Document Contents

1 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP A Limited Liability Partnership 2 Including Professional Corporations ORI KATZ, Cal. Bar No. 209561 3 J. BARRETT MARUM, Cal. Bar No. 228628 JEANNIE KIM, Cal. Bar No. 270713 4 MATT R. KLINGER, Cal. Bar No. 307362 Four Embarcadero Center, 17th Floor 5 San Francisco, California 94111-4109 Telephone: 415.434.9100 6 Facsimile: 415.434.3947 Email: okatz@sheppardmullin.com 7 bmarum@sheppardmullin.com jekim@sheppardmullin.com 8 mklinger@sheppardmullin.com Counsel for Debtors 9 10 UNITED STATES BANKRUPTCY COURT 11 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 12 In re Case No. 20-30604 13 PROFESSIONAL FINANCIAL (Jointly Administered) INVESTORS, INC., et al., 14 Debtors. Chapter 11 15 STIPULATION TO EXTEND DEADLINE 16 TO ASSUME OR REJECT IRWIN LEASE 17 [No Hearing Requested] 18 This Stipulation is entered into by and among Professional Investors, 34, LLC (the 19 “Debtor”), a debtor and debtor in possession in the above-captioned, jointly administered chapter 20 11 bankruptcy cases (collectively, the “Bankruptcy Case”), on the one hand, and the State of 21 California, Department of Transportation (“Caltrans”), in its capacity as landlord under the Lease 22 (defined herein), on the other hand, by and through their respective undersigned counsel. 23 Collectively, the Debtor and Caltrans may be referred to herein as the “Parties,” and represent as 24 follows: 25 RECITALS 26 A. On December 11, 2021 (the “Petition Date”), the Court entered the Order for Relie27 in Case No. 20-30936 in response to the involuntary petition for relief filed against the Debtor an

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1 B. On April 28, 2017, Caltrans consented to the assignment to the Debtor (the 2 “Assignment”) of that certain real property lease (as amended from time to time, the “Lease”) to a3 portion of Caltran’s right of way identified as “Freeway Lease Area 04-MRN-101-0016 A & B” 4 located at the address commonly known as 851 Irwin Street, San Rafael, California (the 5 “Premises”). 6 C. Pursuant to the Assignment, the Debtor is the tenant for the Lease, which expires 7 by its terms on April 30, 2028. 8 D. Pursuant to that Order Extending the LLC/LP Debtors’ Time to Assume or Reject 9 Unexpired Nonresidential Real Property Leases entered on April 7, 2021, as Docket No. 547, the 10 Debtor’s deadline to assume or reject, among others, the Lease, has been extended through and 11 including July 8, 2021 (the “Assumption/Rejection Deadline”), without prejudice to the LLC/LP 12 Debtors’ (as defined in such order) rights to seek further extensions of the Section 365(d) Deadlin13 (as defined in such order). 14 E. On June 9, 2021, the Court entered the Order Finally Approving Amended 15 Disclosure Statement and Confirming Second Amended Joint Chapter 11 Plan of Professional 16 Financial Investors, Inc. and Its Affiliated Debtors Proposed by the Debtors and Official 17 Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and 18 the Ad Hoc Dot Noteholders Committee (Dated May 20, 2021) [Docket No. 678] and thereby 19 confirmed the Second Amended Joint Plan of Professional Financial Investors, Inc. and its 20 Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and 21 Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee22 (Dated May 20, 2021) filed on May 20, 2021 as Exhibit A to the notice that is Docket No. 649, an23 identical, standalone version of which was also filed on June 8, 2021 as Docket No. 677 (as 24 amended or modified to date, and including all supplements, exhibits and schedules thereto, the 25 “Plan”). 26 F. Notwithstanding confirmation of the Plan, the Effective Date of the Plan (as 27 defined therein) has not yet occurred. As a result, the Debtor has not yet assumed or rejected the

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1 G. The Debtor is current on all of its obligations under the Lease. 2 H. The Debtor has requested, and Caltrans has agreed, to extend the 3 Assumption/Rejection Deadline, subject to Court approval. 4 I. In the interest of judicial efficiency and economy, the Parties have agreed to seek 5 an order, substantially in the form attached hereto as Exhibit A, extending the 6 Assumption/Rejection Deadline as to the Lease pursuant to this Stipulation and respectfully 7 request that the Court enter an order approving this Stipulation and the relief requested herein. 8 STIPULATION 9 NOW THEREFORE, THE PARTIES HEREBY AGREE AND STIPULATE as follows: 10 1. Subject to Court approval and authorization, and notwithstanding the date of entry 11 of an order approving this Stipulation, the Assumption/Rejection Deadline shall be extended 12 through and including the 45th day after the occurrence of the Effective Date of the Plan, provided13 however, that the Debtors shall continue to comply with all of its obligations under the Lease, 14 including, but not limited to, timely payment of monthly rent under the Lease. 15 2. The Parties request that the Court approve this stipulation by entering the order 16 attached hereto as Exhibit A. 17 / / / 18 / / / 19 / / / 20 / / / 21 / / / 22 / / / 23 / / / 24 / / / 25 / / / 26 / / / 27 / / /

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1 IT IS SO STIPULATED. 2 Dated: July 7, 2021 3 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 4 By /s/ Jeannie Kim 5 ORI KATZ 6 J. BARRETT MARUM JEANNIE KIM 7 MATT KLINGER 8 Counsel for the Debtor 9 Dated: July __, 2021 10 STATE OF CALIFORNIA, DEPARTMENT OF 11 TRANSPORTATION 12 13 By DEREK WONG 14 Attorney for State of California, Department of 15 Transportation 16 17 18 19 20 21 22 23 24 25 26 27

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1 Exhibit A 2 (Proposed Order) 3 UNITED STATES BANKRUPTCY COURT 4 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 5 In re Case No. 20-30604 6 PROFESSIONAL FINANCIAL (Jointly Administered) 7 INVESTORS, INC., et al., 8 Debtors. Chapter 11 [PROPOSED] ORDER APPROVING 9 STIPULATION TO EXTEND DEADLINE TO ASSUME OR REJECT IRWIN LEASE 10 [No Hearing Requested] 11 12 The Court having read and considered the Stipulation to Extend Deadline to Assume or 13 Reject Irwin Lease (the “Stipulation”)1 entered into by and among the Debtor and Caltrans and 14 filed with the Court on July [•], 2021, as Docket No. [•], and good cause appearing to approve the15 Stipulation, 16 IT IS HEREBY ORDERED that: 17 1. The Stipulation is APPROVED. 18 2. Notwithstanding the date of the entry of this Order, the Assumption/Rejection 19 Deadline shall be extended through and including the 45th day after the occurrence of the Effectiv20 Date of the Plan. 21 * * * END OF [PROPOSED] ORDER * * * 22 23 24 25 26 27 1 Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them i

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