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Full title: Stipulation, Between Debtors And Tenant-In-Common Regarding (1) Consent To Sale Of Real Property; (2) Agreement To Deliver Documents Necessary To Effectuate Sale; And (3) Entry Of Judgment Pursuant To Section 363(h), TIC Owner: Karen Christine Bagatelos Filed by Debtor Professional Financial Investors, Inc.. (Marum, J.) (Entered: 08/24/2021)

Document posted on Aug 23, 2021 in the bankruptcy, 11 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Prior to the commencement of the Debtors’ bankruptcy cases, Debtor Professional 10 Investors 48, LLC (“LLC 48”) and TIC Owner entered into that certain The Parc Marin 11 Apartments Tenancy in Common Agreement with the effective date of November 1, 2019, 12 pursuant to which the Debtors and TIC became tenants-in-common of the real property located at 13 the address commonly known as: 1441 Casa Buena Drive, Corte Madera, California (the “TIC 14 Property”).In furtherance of the Sale, on July 16, 2021, PFI and LLC 48 filed a complaint (the11 “Complaint”) against the TIC Owner and Peter A. Bagatelos and Anne M.H. Bagatelos, Trustees 12 of the Peter A. Bagatelos and Anne M.H. Bagatelos Revocable Trust, U/D/T Dated October 24, 13 2017; Michael A. Bagatelos, Trustee of the Michael A. Bagatelos Revocable Trust U/D/T Dated 14 February 7, 2019 and as Amended March 13, 2019; and 1320 Magnolia LLC, a California limited15 liability company (collectively, the “TIC Defendants”), each in their capacities as a tenant in 16 common for the Property, for (1) authority to sell the Property free and clear of the TIC 17 Defendants’ interests in the Property; and (2) a judicial determination, under section 363(j) and 18 o4 judicial economy and expediency, the TIC Owner consents to the Sale of the TIC Owner’s interes5 in the TIC Property and stipulates to the entry of a judgment authorizing the Debtors to sell the 6 TIC Property pursuant to section 363(h).The TIC Owner agrees to execute and deliver (i) the Grant Deed to convey its 27 tenant-in-common interest in the TIC Property to the Successful Bidder, and (ii) all of the 28 1 additional TIC Documents as required by Escrow Holder or Successful Bidder to effectuate the 2 transfer of its interest in the TIC Property.On or about the Closing (as defined in the Stalking Horse APA or that of a 4 Successful Bidder), Escrow Holder (as defined in the Purchase Agreement) will utilize the 4.8425 ownership percentage, as provided in that tenancy-in-common agreement between PFI and TIC 6 Owner regarding the TIC Property, to prepare and deliver a closing statement specifying the 7 portion of the Purchase Price (as defined in the Stalking Horse APA or that of a Successful 8 Bidder) and all associated fees, costs, and prorations allocated to TIC Owner’s right, title, and 9 interest in the TIC Property; provided, however, TIC Owner shall not be receiving any funds fro10 the sale and transfer of the TIC Property to Hamilton Zanze or the Successful Bidder because TIC11 Owner has made the TIC Investor Treatment Election.

List of Tables

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 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 the Debtors 9 TRODELLA & LAPPING LLP 10 RICHARD A. LAPPING, Cal. Bar No. 107496 540 Pacific Avenue 11 San Francisco, CA 94133 Telephone: 415.399.1015 12 Facsimile: 415.651.9004 Email: Rich@TrodellaLapping.com 13 Conflicts Counsel for Debtors 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 16 In re Case No. 20-30604 17 PROFESSIONAL FINANCIAL (Jointly Administered) 18 INVESTORS, INC., a California corporation, et al., Chapter 11 19 Debtors. STIPULATION BETWEEN DEBTORS 20 AND TENANT-IN-COMMON REGARDING (1) CONSENT TO SALE OF 21 REAL PROPERTY; (2) AGREEMENT TO DELIVER DOCUMENTS NECESSARY 22 TO EFFECTUATE SALE; AND (3) ENTRY OF JUDGMENT PURSUANT TO 23 SECTION 363(h) 24 TIC OWNER: Karen Christine Bagatelos 25 No Hearing Requested 26 Judge: Hon. Hannah L. Blumenstiel 27 28

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1 This Stipulation Between Debtors and Tenant-in-Common Regarding (1) Consent to Sale 2 of Real Property; (2) Agreement to Deliver Documents Necessary to Effectuate Sale; and (3) 3 Entry of Judgment Pursuant to Section 363(h) (the “Stipulation”) is entered into by and between 4 Professional Financial Investors, Inc. (“PFI”) and its affiliated debtors and debtors in possession 5 (together with PFI, collectively, the “Debtors”), on the one hand, and Karen Christine Bagatelos 6 (“TIC Owner”), on the other hand. The Debtors and the TIC Owner may be referenced herein, 7 collectively, as the “Parties” and represent as follows: 8 RECITALS 9 A. Prior to the commencement of the Debtors’ bankruptcy cases, Debtor Professional 10 Investors 48, LLC (“LLC 48”) and TIC Owner entered into that certain The Parc Marin 11 Apartments Tenancy in Common Agreement with the effective date of November 1, 2019, 12 pursuant to which the Debtors and TIC became tenants-in-common of the real property located at 13 the address commonly known as: 1441 Casa Buena Drive, Corte Madera, California (the “TIC 14 Property”). 15 B. As of the date of this Stipulation, the TIC Owner is the holder of a tenant-in-16 common interest in the TIC Property and is duly authorized to transfer such tenant-in-common 17 interest. 18 C. Beginning on July 16, 2020, and thereafter, the chapter 11 bankruptcy proceedings19 of the Debtors commenced. 20 D. On June 9, 2021, the Court entered the Order Finally Approving Amended 21 Disclosure Statement and Confirming Second Amended Joint Chapter 11 Plan of Professional 22 Financial Investors, Inc. and Its Affiliated Debtors Proposed by the Debtors and Official 23 Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and 24 the Ad Hoc Dot Noteholders Committee (Dated May 20, 2021) as Docket No. 678 and thereby 25 confirmed the Second Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. 26 and Its Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured 27 Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT 28

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1 Noteholders Committee (the “Plan”) filed with the Court on June 8, 2021, as Docket No. 677. Th2 TIC Owner has made the TIC Investor Treatment Election (as that term is defined in the Plan). 3 E. To effectuate the Plan, the Debtors intend to monetize their real property assets, 4 including the Debtors’ interest in the TIC Property (collectively, the “Property”) for the benefit of5 their creditors. In furtherance of this goal, the Debtors have determined in their business judgmen6 to sell the Property, including the TIC Property, pursuant to one or more sale motions that will be 7 filed with the Court (each a “Sale”). Each such sale motion shall be subject to overbid pursuant t8 procedures that have been approved by the Court or pursuant to the Bankruptcy Code (defined 9 below). 10 F. In furtherance of the Sale, on July 16, 2021, PFI and LLC 48 filed a complaint (the11 “Complaint”) against the TIC Owner and Peter A. Bagatelos and Anne M.H. Bagatelos, Trustees 12 of the Peter A. Bagatelos and Anne M.H. Bagatelos Revocable Trust, U/D/T Dated October 24, 13 2017; Michael A. Bagatelos, Trustee of the Michael A. Bagatelos Revocable Trust U/D/T Dated 14 February 7, 2019 and as Amended March 13, 2019; and 1320 Magnolia LLC, a California limited15 liability company (collectively, the “TIC Defendants”), each in their capacities as a tenant in 16 common for the Property, for (1) authority to sell the Property free and clear of the TIC 17 Defendants’ interests in the Property; and (2) a judicial determination, under section 363(j) and 18 Rule 7001(9) of the Federal Rules of Bankruptcy Procedure, regarding the TIC Defendants’ 19 respective ownership interests in the Property and their respective rights to a distribution of the ne20 proceeds of the Sale, less costs and expenses, in accordance with such respective ownership 21 interests. The filing of the Complaint commenced that certain adversary proceeding styled 22 Professional Financial Investors, Inc. and Professional Investors 48, LLC v. Peter A. Bagatelos 23 and Anne M.H. Bagatelos, Trustees of the Peter A. Bagatelos and Anne M.H. Bagatelos Revocabl24 Trust, UDT Dated October 24, 2017; Karen Christine Bagatelos, an Individual; Michael A. 25 Bagatelos, Trustee of the Michael A. Bagatelos Revocable Trust UDT Dated February 7, 2019 26 and as Amended March 13, 2019; and 1320 Magnolia LLC, and assigned case no. 21-03031 (the 27 “Adversary Proceeding”). 28

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1 G. Section 363(f) of title 11 of the United States Code (the “Bankruptcy Code”) 2 provides, in pertinent part, that “[t]he trustee [or debtor in possession] may sell property under 3 subsection (b) or (c) of this section free and clear of any interest in such property of an entity othe4 than the estate, only if … such entity consents …” 11 U.S.C. § 363(f). Further, section 363(h) 5 states: 6 Notwithstanding subsection (f) of this section, the trustee may sell both the estate’sinterest, under subsection (b) or (c) of this section, and the interest of any co-owne7 in property in which the debtor had, at the time of the commencement of the case, an undivided interest as a tenant in common, joint tenant, or tenant by the entirety, 8 only if— 9 (1) partition in kind of such property among the estate and such co-owners is impracticable; 10 (2) sale of the estate’s undivided interest in such property would realizesignificantly less for the estate than sale of such property free of the 11 interests of such co-owners; (3) the benefit to the estate of a sale of such property free of the 12 interests of co-owners outweighs the detriment, if any, to such co-owners; 13 and (4) such property is not used in the production, transmission, or 14 distribution, for sale, of electric energy or of natural or synthetic gas for heat, light, or power. 15 11 U.S.C. § 363(h). 16 H. Section 363(i) provides a co-owner of property to which subsection 363(g) or (h) 17 applies an opportunity to purchase such property at the price at which such sale is to be 18 consummated. 11 U.S.C. § 363(i). 19 I. To effectuate each Sale of the TIC Property, the Debtors have requested the TIC 20 Owner’s (1) consent to the Sale, subject to Court approval; and (2) cooperation with respect to the21 execution and delivery of the following documents: (a) a fully executed grant deed (“Grant 22 Deed”), (b) California Franchise Tax Forms 593 and 1099 as applicable (the “California Tax 23 Forms”), (c) documents responsive to the Foreign Investment in Real Property Tax Act of 1980 24 (FIRPTA) as applicable (the “FIRPTA Disclosures”), (d) consent to escrow instructions (the 25 “Escrow Consent”), and (e) any other document or documents that may be necessary to effectuate26 the conveyance of its tenant-in-common interest in the TIC Property (collectively, together with 27 the Grant Deed, California Tax Forms, FIRPTA Disclosures, and Escrow Consent, the “TIC 28

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1 Documents”) to the Successful Bidder (as defined below) by September 21, 2021, or actual sale 2 date. 3 J. Subject to the terms and conditions set forth in this Stipulation and in the interest o4 judicial economy and expediency, the TIC Owner consents to the Sale of the TIC Owner’s interes5 in the TIC Property and stipulates to the entry of a judgment authorizing the Debtors to sell the 6 TIC Property pursuant to section 363(h). 7 STIPULATION 8 NOW THEREFORE, the Parties agree to enter into this Stipulation, subject to Court 9 approval, and effective as of the date of entry of an order approving this Stipulation pursuant to 10 agreement of the Parties: 11 1. The TIC Owner represents that it has reviewed the Purchase Agreement and 12 Escrow Instructions dated June 16, 2021 (the “Stalking Horse APA”), by and between PFI on 13 behalf of the Debtors on the one hand, and Hamilton Zanze & Company (the “Hamilton Zanze”), 14 on the other hand, and the Notice Regarding Allocated Purchase Prices for Properties Owned by 15 Tenants in Common with Debtors filed as Docket Number 720. 16 2. The TIC Owner represents and warrants that it: (i) is the holder of a tenant-in-17 common interest in the TIC Property, and (ii) has authority to (a) enter into this Stipulation; (b) 18 execute and deliver, without limitation, each of the TIC Documents; and (c) convey its tenant-in-19 common interest in the TIC Property to a buyer of the TIC Property. 20 3. The TIC Owner consents to the Sale of the Property, including the TIC Property, t21 Hamilton Zanze or the Successful Bidder as defined in the Stalking Horse APA. 22 4. The TIC Owner irrevocably and expressly waives its right of first refusal to 23 purchase the Debtors’ interest in the TIC Property, including to the extent such right of first 24 refusal exists pursuant to section 363(i) of the Bankruptcy Code, under a separate agreement, or i25 any other manner in law or equity. 26 5. The TIC Owner agrees to execute and deliver (i) the Grant Deed to convey its 27 tenant-in-common interest in the TIC Property to the Successful Bidder, and (ii) all of the 28

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1 additional TIC Documents as required by Escrow Holder or Successful Bidder to effectuate the 2 transfer of its interest in the TIC Property. 3 6. On or about the Closing (as defined in the Stalking Horse APA or that of a 4 Successful Bidder), Escrow Holder (as defined in the Purchase Agreement) will utilize the 4.8425 ownership percentage, as provided in that tenancy-in-common agreement between PFI and TIC 6 Owner regarding the TIC Property, to prepare and deliver a closing statement specifying the 7 portion of the Purchase Price (as defined in the Stalking Horse APA or that of a Successful 8 Bidder) and all associated fees, costs, and prorations allocated to TIC Owner’s right, title, and 9 interest in the TIC Property; provided, however, TIC Owner shall not be receiving any funds fro10 the sale and transfer of the TIC Property to Hamilton Zanze or the Successful Bidder because TIC11 Owner has made the TIC Investor Treatment Election. 12 7. PFI shall indemnify, hold harmless and defend TIC Owner against all liability, los13 cost, claim or expense arising out of PFI’s obligations or actions arising from or related to the 14 Stalking Horse APA or any asset purchase agreement executed by a Successful Bidder. 15 8. The TIC Owner consents to the entry of an order approving this Stipulation in 16 substantially the form attached hereto as Exhibit A. For the avoidance of doubt, the TIC Owner 17 understands that the Debtors will seek entry of such order without further notice to the TIC 18 Owner. Pursuant to such order, PFI and LLC 48 will dismiss the second claim for relief set forth 19 in the Adversary Proceeding under section 363(j) (the “363(j) Claim”) and judgment pursuant to 20 section 363(h) (the “363(h) Judgment”) shall be entered against the TIC Owner in the Adversary 21 Proceeding. 22 9. Upon dismissal of the 363(j) Claim and entry of the 363(h) Judgment, PFI and LL23 48 shall cause the TIC Owner to be served with notice of dismissal of the 363(j) Claim and entry 24 of the 363(h) Judgment. 25 10. This Stipulation may be executed in two or more counterparts, each of which shall 26 be deemed an original, but all of which together shall constitute one and the same instrument. 27 28

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1 11. The Parties’ or their respective undersigned counsel of record represent that each i2 fully authorized to execute and enter into this Stipulation on behalf of the respective Parties and 3 represents and acknowledges that each has authority to bind the parties hereto. 4 /// 5 /// 6 /// 7 /// 8 /// 9 /// 10 /// 11 /// 12 /// 13 /// 14 /// 15 /// 16 /// 17 /// 18 /// 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /// 28

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(cid:7)(cid:1)(cid:4)(cid:6)(cid:1)(cid:4)(cid:2)(cid:4)(cid:3)(cid:7)(cid:1)(cid:4)(cid:6)(cid:1)(cid:4)(cid:2)(cid:4)(cid:3)(cid:7)(cid:1)(cid:4)(cid:5)(cid:1)(cid:4)(cid:2)(cid:4)(cid:3)

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(cid:7)(cid:1)(cid:4)(cid:5)(cid:1)(cid:4)(cid:2)(cid:4)(cid:3)

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1 Exhibit A [Proposed Order] 2 UNITED STATES BANKRUPTCY COURT 3 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 4 In re Case No. 20-30604 5 PROFESSIONAL FINANCIAL (Jointly Administered) 6 INVESTORS, INC., a California corporation, et al., Chapter 11 7 Debtors. [PROPOSED] ORDER APPROVING 8 STIPULATION BETWEEN DEBTORS AND TENANT-IN-COMMON 9 REGARDING (1) CONSENT TO SALE OF REAL PROPERTY; (2) AGREEMENT TO 10 DELIVER DOCUMENTS NECESSARY TO EFFECTUATE SALE; AND (3) 11 ENTRY OF JUDGMENT PURSUANT TO SECTION 363(h) 12 TIC OWNER: Karen Christine Bagatelos 13 No Hearing Requested 14 Judge: Hon. Hannah L. Blumenstiel 15 The Court having read and considered the Stipulation Between Debtors and Tenant-in-16 Common Regarding (1) Consent to Sale of Real Property; (2) Agreement to Deliver Documents 17 Necessary to Effectuate Sale; and (3) Entry of Judgment Pursuant to Section 363(h) (the 18 “Stipulation”) entered into by and between Professional Financial Investors, Inc. (“PFI”) and its 19 affiliated debtors and debtors in possession (together with PFI, collectively, the “Debtors”), on th20 one hand, and Karen Christine Bagatelos (“TIC Owner”), on the other hand, and filed with the 21 Court on [•], 2021, as Docket No. [•], and good cause appearing to approve the Stipulation, 22 IT IS HEREBY ORDERED that: 23 1. The Stipulation is APPROVED in its entirety; 24 2. The Parties are authorized to execute and deliver to the Debtors and the Successful25 Bidder the TIC Documents. 26 3. PFI and LLC 48 shall dismiss the 363(j) Claim in the Adversary Proceeding 27 (bearing case number 21-03031). 28

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1 4. Judgment pursuant to section 363(h) shall be entered against the TIC Owner in the2 Adversary Proceeding. 3 *** END OF [PROPOSED] ORDER *** 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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