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Full title: Motion For Sale of Property Free and Clear of Liens under 11 USC 363(f) Motion for Entry of Orders: (I) Approving Bidding Procedures and Stalking Horse Protections, and (II) Authorizing the Sale of Immovable Property Fee Amount $188. Filed by Mark Mintz of Jones Walker, et al on behalf of The Roman Catholic Church for the Archdiocese of New Orleans (Attachments: # 1 Exhibit 1 - Proposed Bidding Procedures Order # 2 Exhibit 2 - Proposed Bidding Procedures # 3 Exhibit 3 - Proposed Auction and Sale Notice # 4 Exhibit 4 - Proposed Sale Order # 5 Exhibit 5 - Draft Purchase Agreement) (Mintz, Mark) (Entered: 05/27/2021)

Document posted on May 26, 2021 in the bankruptcy, 22 pages and 0 tables.

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Second, the Debtor seeks entry of an order substantially in the form attached as Exhibit 4 (the “Sale Order”), under § 363 of the Bankruptcy Code, that (a) grants the Debtor authority to sell the Property in accordance with the results of the proposed Auction; (b) provides that such sale shall be free and clear of all liens, interests, and encumbrances, with such liens, interests, and encumbrances to be referred to the proceeds of such sale in their lawful rank and priority; (c) determines that the Winning Bidder is entitled to the protections of § 363(m) of the Bankruptcy Code; and (d) waives the 14-day stay pursuant to Bankruptcy Rule 6004(h).Agreement which is marked to reflect the amendments and modifications compared to the Draft Purchase Agreement, including: (A) the name of the Potential Bidder; (B) the proposed purchase price; and (C) the inclusion of better terms and/or conditions than those set forth in the Draft Purchase Agreement; (d) constitutes a good faith, bona fide offer to purchase the Property in accordance with the terms of the Qualified Purchase Agreement; (e) identifies the legal name of the Potential Bidder (including any direct or indirect equity holders, if the Potential Bidder is an entity formed for the purpose of consummating the proposed Sale); (f) is accompanied by a copy of the draft Sale Order marked to reflect changes thereto; (g) is accompanied by a Deposit in the amount equal to $50,000.00 by means of a cashier’s check from a U.S. bank, or by a wire transfer, in each such case sent to counsel for the Debtor so as to be received no later than the Bid Deadline; (h) provides adequate information to demonstrate to the satisfaction of the Debtor that such Potential Bidder has the financial wherewithal and ability to consummate the Sale; (i) contains a written statement that the Potential Bidder agrees to be bound by the terms of the Bidding Procedures and the Bidding Procedures Order and consents to the jurisdiction of the Bankruptcy Court (including waiving any right to a jury trial) in connection with any disputes related to these Bidding Procedures as well as the Auction, the Sale Hearing, the Sale Order and/or the Closing; (j) contains a written statement outlining the absence or presence, and details thereof, of any relationship, affiliation, or connection of any kind between the Potential Bidder, on the one hand, and The Roman Catholic Church of the Archdiocese of New Orleans and/or any of the Archdiocese’s affiliates, current or former officers, directors, and/or investors; (k) is not conditioned on any due diligence, financing, or other contingencies of the bidder other than authorizing the Sale and other customary conditions to closing for this type of transaction; (l) remains irrevocable until forty-eight (48) hours after the conclusion of the Sale Hearing or such longer period of time if the Potential Bidder is selected as the Winning Bidder or B

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF LOUISIANA In re: § § Case No. 20-10846 THE ROMAN CATHOLIC CHURCH § OF THE ARCHDIOCESE OF NEW § Section “A” ORLEANS, § § Chapter 11 Debtor.1 § § DEBTOR’S MOTION FOR ENTRY OF ORDERS: (I) APPROVING BIDDING PROCEDURES AND STALKING HORSE PROTECTIONS, AND (II) AUTHORIZING THE SALE OF IMMOVABLE PROPERTY A HEARING WILL BE CONDUCTED ON THIS MATTER ON JUNE 17, 2021, AT 1:30 P.M., BY TELEPHONE THROUGH THE DIAL-IN FOR SECTION A: 1-888-684-8852; ACCESS CODE: 9318283. IF YOU OBJECT TO THE RELIEF REQUESTED IN THIS PLEADING, YOU MUST RESPOND IN WRITING. UNLESS DIRECTED OTHERWISE BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT NO LATER THAN SEVEN (7) DAYS BEFORE THE HEARING DATE. YOU MUST SERVE A COPY OF YOUR RESPONSE ON THE PERSON WHO SENT YOU THE NOTICE; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. 1 The last four digits of the Debtor’s federal tax identification number are 8966. The Debtor’s principal place of business is located at 7887 Walmsley Ave., New Orleans, LA 70125.

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NOW INTO COURT, through undersigned counsel, comes The Roman Catholic Church of the Archdiocese of New Orleans, the above-captioned debtor and debtor-in-possession (the “Debtor” or “Archdiocese”), pursuant to §§ 105(a), 363(b), and 363(f) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 6004 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Part X of the Procedures for Complex Chapter 11 Cases in the Eastern District of Louisiana (the “Complex Case Procedures”), who files this Motion for Entry of Orders: (I) Approving Bidding Procedures and Stalking Horse Protections, and (II) Authorizing the Sale of Immovable Property (the “Motion”). In support of this Motion, Debtor states as follows: Jurisdiction and Venue 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The bases for the relief requested herein are §§ 105(a), 363(b), and 363(f) of the Bankruptcy Code, Rule 6004 of the Bankruptcy Rules, and Part X of the Complex Case Procedures. Procedural Background 4. On May 1, 2020 (the “Petition Date”), the Archdiocese filed a voluntary petition for relief under the Bankruptcy Code (this “Chapter 11 Case”). 5. The Archdiocese remains in possession of its property and is managing its business as a debtor-in-possession pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code. 6. The Official Committee of Unsecured Creditors (the “Original Committee” or “Tort Committee”) was appointed by the Office of the United States Trustee (the “UST”) on May

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20, 2020 [ECF No. 94] and reconstituted on June 10, 2020 [ECF No. 151] and October 8, 2020 [ECF No. 478]. The Official Committee of Unsecured Commercial Creditors (the “Commercial Committee”) was appointed by the UST on March 5, 2021. [ECF Nos. 772 and 792]. Factual Background2 7. The Debtor is the title holder of certain immovable property (the “Property”) commonly known as 4119 St. Elizabeth Drive, Kenner, Louisiana, as legally described and set forth in the Draft Purchase Agreement. 8. Although the Debtor has not listed the Property for sale, the Debtor has been attempting to sell the Property for approximately two years because it is not currently being used. In connection with this process, on June 4, 2020, the Debtor filed its Motion for Authority to Sell Immovable Property, Free and Clear of All Liens, Interests, and Encumbrances Pursuant to Section 363(b) and 363(f) of the Bankruptcy Code [ECF No. 134] (the “Original Sale Motion”), seeking authority to sell the Property to Bryan G. Krantz in exchange for a cash purchase price of $1.8 million. After discussions with the Tort Committee, the Debtor agreed to withdraw the Original Sale Motion and file this Motion, which proposes sale procedures pursuant to an auction process. 9. Based on current circumstances, and in the exercise of its business judgment, the Debtor has determined that a sale process will maximize the value of the Property for the Debtor’s estate. Reviewing the available options, the Debtor proposes the Bidding Procedures (as later defined herein) as a means to move the sale process forward, in a manner designed to achieve the best and highest possible recovery for the estate. The Debtor believes that the Bidding Procedures, 2 Capitalized terms used but not defined in this Motion shall have the meaning ascribed to them in the Bidding Procedures. Further, in the event of any inconsistency between this Motion and the Bidding Procedures, the Bidding Procedures will prevail.

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which contemplate the Debtor’s consultation with Tort Committee and the Commercial Committee (collectively, the “Committees”), will result in a competitive bidding and auction process, thus enhancing the recovery to the Debtor’s estate and its creditors. Relief Requested 10. By this Motion, the Debtor seeks the entry of two orders relating to the proposed sale of the Property. 11. First, this Motion requests an order substantially in the form attached as Exhibit 1 (the “Bidding Procedures Order”) that approves (a) the bidding procedures in the form attached hereto as Exhibit 2 (the “Bidding Procedures”), and (b) the Auction and Sale Notice, which is attached as Exhibit 3. The Bidding Procedures include an auction process, whereby bidders will be invited to participate and submit bids to purchase the Property. 12. Second, the Debtor seeks entry of an order substantially in the form attached as Exhibit 4 (the “Sale Order”), under § 363 of the Bankruptcy Code, that (a) grants the Debtor authority to sell the Property in accordance with the results of the proposed Auction; (b) provides that such sale shall be free and clear of all liens, interests, and encumbrances, with such liens, interests, and encumbrances to be referred to the proceeds of such sale in their lawful rank and priority; (c) determines that the Winning Bidder is entitled to the protections of § 363(m) of the Bankruptcy Code; and (d) waives the 14-day stay pursuant to Bankruptcy Rule 6004(h). 13. The Debtor circulated a draft of this Motion to counsel for the Committees on May 26, 2021. Proposed Sale and Bidding Procedures 14. The Debtor believes that it is in the best interests of the estate to pursue the sale of the Property under §§ 105 and 363 of the Bankruptcy Code. Exercising its business judgment, the

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Debtor submits that conducting an auction in accordance with the Bidding Procedures (the “Auction”) will maximize the value of the Property to the estate. This section summarizes the key provisions of the Bidding Procedures. A. Requirements to Participate in the Auction 15. The Bidding Procedures provide that only Qualified Bids will be considered at any Auction. A Qualified Bid is a bid that meets the following criteria (as more fully described in the Bidding Procedures): (a) is submitted in writing and received by the Bid Deadline; (b) is not materially more burdensome or conditional in its terms than the Draft Purchase Agreement, a copy of which is attached hereto as Exhibit 5; (c) is accompanied by (i) a clean, duly executed copy of a Purchase Agreement (the “Qualified Purchase Agreement”), the form of which shall be consistent with the Draft Purchase Agreement and which shall not be inconsistent with these Bidding Procedures, and (ii) a copy of the Qualified Purchase Agreement which is marked to reflect the amendments and modifications compared to the Draft Purchase Agreement, including: (A) the name of the Potential Bidder; (B) the proposed purchase price; and (C) the inclusion of better terms and/or conditions than those set forth in the Draft Purchase Agreement; (d) constitutes a good faith, bona fide offer to purchase the Property in accordance with the terms of the Qualified Purchase Agreement; (e) identifies the legal name of the Potential Bidder (including any direct or indirect equity holders, if the Potential Bidder is an entity formed for the purpose of consummating the proposed Sale); (f) is accompanied by a copy of the draft Sale Order marked to reflect changes thereto; (g) is accompanied by a Deposit in the amount equal to $50,000.00 by means of a cashier’s check from a U.S. bank, or by a wire transfer, in each such case sent to counsel for the Debtor so as to be received no later than the Bid Deadline;

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(h) provides adequate information to demonstrate to the satisfaction of the Debtor that such Potential Bidder has the financial wherewithal and ability to consummate the Sale; (i) contains a written statement that the Potential Bidder agrees to be bound by the terms of the Bidding Procedures and the Bidding Procedures Order and consents to the jurisdiction of the Bankruptcy Court (including waiving any right to a jury trial) in connection with any disputes related to these Bidding Procedures as well as the Auction, the Sale Hearing, the Sale Order and/or the Closing; (j) contains a written statement outlining the absence or presence, and details thereof, of any relationship, affiliation, or connection of any kind between the Potential Bidder, on the one hand, and The Roman Catholic Church of the Archdiocese of New Orleans and/or any of the Archdiocese’s affiliates, current or former officers, directors, and/or investors; (k) is not conditioned on any due diligence, financing, or other contingencies of the bidder other than authorizing the Sale and other customary conditions to closing for this type of transaction; (l) remains irrevocable until forty-eight (48) hours after the conclusion of the Sale Hearing or such longer period of time if the Potential Bidder is selected as the Winning Bidder or Back-Up Bidder; (m) states that the Potential Bidder is willing to serve as a Back-Up Bidder and that the Qualified Bid (or any Qualified Bid as modified at the Auction) shall constitute the Back-Up Bid if the Debtor, in its sole discretion, designates it as the Back-Up Bid; and (n) provides a commitment to close the transaction no later than July 30, 2021 (such being the “Closing Deadline”). 16. The proposed deadline to submit bids (the “Bid Deadline”) is July 2, 20213 at 5:00 p.m. CST. 17. A bid that satisfies each of the requirements under the Bidding Procedures, as determined by the Debtor in its reasonable discretion, in consultation with the Committees, constitutes a Qualified Bid, and such bidder submitting such bid will be termed a Qualified Bidder. 3 The Bidding Procedures expressly permit the Debtor to extend certain dates and deadlines on the terms set forth therein.

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No later than two business days prior to any Auction, the Debtor shall file and serve on all Potential Bidders a notice indicating which Bids, if any, have been designated as Qualified Bids. B. Stalking-Horse Designation and Bidding Protections 18. To increase the competitive nature of the sale process, the Bidding Procedures provide that the Debtor, in its discretion, after consultation with the Committees, may designate an Opening Bid for the Auction and may agree that the Opening Bidder shall have stalking-horse status and protections, including a break-up fee and expense reimbursement in an amount not to exceed in the aggregate 4% of the proposed Purchase Price under such Qualified Bidder’s bid (the “Break-Up Fee”). The Bidding Procedures provide that any Break-Up Fee, to the extent payable, shall only be paid from proceeds received by the Debtor at the closing of the sale of the Property (the “Closing”). 19. The award of stalking-horse protection may occur without further notice or order of the Court, with the exception that in the event that a Stalking-Horse Bidder is designated, the Debtor shall file notice of that designation within 24 hours of such designation, and the matter will be announced at the Auction. C. Auction 20. If the Debtor receives more than one Qualified Bid, the Debtor will conduct an Auction at the offices of Jones Walker, LLP, 201 St. Charles Avenue, Suite 5100, New Orleans, LA 70170.4 4 The Bidding Procedures provide that the Debtor may choose to conduct the Auction by telephone or other electronic means.

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21. The proposed date for the Auction, to the extent necessary, is July 8, 20215 at 10:00 a.m. CST. 22. The Auction shall be governed by the following procedures: (a) only Qualified Bidders, in person or through duly-authorized representatives, may bid at the Auction, and every Qualified Bidder must have at least one such duly-authorized representative with authority to bind the Qualified Bidder at the Auction; (b) only the Debtor, the Committees, their respective advisors, and such authorized representatives of the Qualified Bidders shall be permitted to attend the Auction; (c) prior to the commencement of the Auction, (i) representatives of the Debtor may have discussions with each Qualified Bidder with respect to the terms and conditions of such Qualified Bids, and (ii) the Debtor will have selected a Qualified Bid, in consultation with the Committees, to become the opening bid at the Auction (the bid submitted by such Qualified Bidder shall be referred to as the “Opening Bid,” and the bidder shall be referred to as the “Opening Bidder”); (d) bidding will commence at the amount of the Opening Bid, which shall be announced by the Debtor at or before the commencement of the Auction; (e) other Qualified Bidders may then submit successive bids in increments of not less than $5,000.00 (the “Minimum Overbid Amount”) (plus, with respect to the first successive bid, the amount of the Break-Up Fee provided, if any) higher than the bid at which the Auction commenced, and all further bids must be at least $5,000.00 higher than the previous bid. To the extent applicable, the Stalking-Horse Bidder shall have the right (but not the obligation) to increase its Opening Bid (and any subsequent bids) by using, as a credit, the amount of the Break-Up Fee when determining whether the Stalking-Horse Bidder has topped the previous bid by the required amount; (f) Qualified Bidders shall have the right to improve their bids and submit modifications to their Qualified Purchase Agreements at the Auction, consistent with the Bidding Procedures, provided that any such modifications to a Qualified Purchase Agreement, on an aggregate basis and viewed in whole, shall not be less favorable to the Debtor than any prior bid by such party (as determined by the Debtor, following consultation with the Committees); 5 As set forth in the Bidding Procedures, the Debtor may extend certain dates and deadlines on the terms set forth therein.

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(g) the bidding will be transcribed by a certified court reporter employed by the Debtor to ensure an accurate recording of the bidding at the Auction; (h) each Qualified Bidder shall be required to confirm that it has not engaged in any collusion with respect to the bidding or the proposed Sale and is not in violation of § 363(n) of the Bankruptcy Code; and (i) the Auction shall be governed by such other procedures as may be announced by the Debtor, from time to time on the record at the Auction, in consultation with the Committees. D. Representations and Warranties 23. Except as explicitly set forth in the Draft Purchase Agreement, the Sale of the Property will be on an “as is, where is” basis, with all faults, and without representations or warranties of any kind, nature, or description by the Debtor, its agents, or its estate, whether written, verbal, express, implied, or by operation of law. E. Acceptance of the Winning Bid, Designation of the Back-Up Bid, and the Closing Deadline 24. Upon the conclusion of the Auction (if held), the Debtor, in the exercise of its reasonable, good-faith business judgment and after consultation with the Committees, shall identify the Winning Bid, which is the highest or otherwise best Qualified Bid submitted at the Auction. In addition, the Debtor, in its sole discretion, may designate the Back-Up Bid, which is the next highest or otherwise best Qualified Bid. The Winning Bidder and the Back-Up Bidder (to the extent that one is designated), shall both be required to immediately execute a definitive Qualified Bid conformed to the provisions of the Winning Bid and the Back-Up Bid, as applicable. The definitive agreement executed by (a) the Winning Bidder is defined as the “Winning Bid Purchase Agreement,” while the agreement executed by (b) the Back-Up Bidder is defined as the “Back-Up Bid Purchase Agreement.”

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25. Upon the conclusion of the Auction, the Winning Bidder and Back-Up Bidder shall immediately pay to the Debtor an additional amount in cash that, when combined with the Deposit equals ten percent (10%) of the purchase price reflected in the final bid of the Winning Bidder and Back-Up Bidder (such additional amounts shall thereafter be included in the definition of the “Deposit”). 26. If an Auction is held, the Debtor shall be deemed to have accepted a Qualified Bid as the winner of the Auction (conditioned upon approval by the Court) only when: (i) such bid is declared the Winning Bid; (ii) definitive documentation has been executed in respect thereof; and (iii) any additional Deposit required as a result of a bid submitted at the Auction (as required by the Bidding Procedures) has been provided to the Debtor. Such acceptance is conditioned upon approval by the Court of the Winning Bid and (if applicable) the Back-Up Bid. 27. With respect to the Winning Bid, the Closing must occur no later than July 30, 2021 (the “Closing Deadline”). The Back-Up Bidder must keep the Back-Up Bid open and irrevocable until fourteen (14) days after the earlier of: (i) the Closing Deadline; and (ii) the date of closing of the transaction with the Winning Bidder. F. The Sale Hearing 28. As part of this Motion, the Debtor asks this Court to schedule a sale hearing (the “Sale Hearing”) for July 9, 2021 at 1:30 p.m. CST, or as soon thereafter as the parties may be heard. The Debtor will present the results of the Auction at the Sale Hearing, and the Court will be asked to find, among other things, that: (a) the Auction was conducted, and the Winning Bidder and the Back-Up Bidder were selected in accordance with the Bidding Procedures; (b) the Auction was fair in substance and procedure; (c) each of the Winning Bid and the Back-Up Bid was a Qualified Bid; (d) Closing of the Sale with the Winning Bid (or if applicable, the Back-Up Bid)

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will provide the highest or otherwise best value for the Property and is in the best interests of the Debtor and its estate; and (e) each of the Winning Bidder and the Back-Up Bidder are deemed to be purchasers of the Property in good faith as set forth in § 363(m) of the Bankruptcy Code. 29. At the Sale Hearing, the Debtor shall ask the Court to enter an order approving the Winning Bid as part of the Sale Order. 30. The Debtor also will request, as a further provision in the Sale Order, that the Court authorize the Debtor to accept the Back-Up Bid as the Winning Bid and to consummate such bid if the Winning Bid is not consummated when and as required by its terms, all without further order of the Court. The Debtor and the Back-Up Bidder shall be bound to consummate the Back-Up Bid if the Winning Bid terminates, at which time the Back-Up Bidder shall be deemed the Winning Bidder. Further, the Debtor shall promptly give notice to the Back-Up Bidder if the Winning Bid is terminated and shall provide the Back-Up Bidder a reasonable period of time within which to close as set forth in the Back-Up Bid Purchase Agreement. G. Return of Deposits 31. Finally, at the Closing, the Debtor will credit the Deposit of the Winning Bidder to the Purchase Price. If the Winning Bidder fails to close on or before the Closing Deadline, such Deposit shall be retained by the Debtor or returned to the Winning Bidder in accordance with the terms of the Winning Bid Purchase Agreement. 32. The Deposits of any Qualified Bidders other than the Winning Bidder and the Back-Up Bidder will be returned within two (2) business days after the Sale Hearing concludes. Authority for Relief 33. The proposed Bidding Procedures are reasonable and necessary to effectuate the sale process and provide sufficient notice and opportunity to permit bidders to participate in the

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Auction. Upon conclusion of the Auction, the Debtor believes that sufficient cause will exist to enter the Sale Order approving the proposed Sale to the Winning Bidder from the Auction. A. The Proposed Sale Is Fair and Consistent with the Debtor’s Reasonable Business Judgment. 34. Section 363(b) of the Bankruptcy Code provides, in relevant part, that a debtor, “after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b)(1). Section 105(a) of the Bankruptcy Code further authorizes this Court to “issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). 35. In determining whether to authorize a sale of property outside of the ordinary course of business, bankruptcy courts in the Fifth Circuit and elsewhere have required a sound business justification of the debtor-in-possession. See, e.g., Institutional Creditors of Cont’l Air Lines, Inc. v. Cont’l Air Lines, Inc. (In re Cont’l Air Lines, Inc.), 780 F.2d 1223, 1226 (5th Cir. 1986) (“[F]or the debtor-in-possession or trustee to satisfy its fiduciary duty to the debtor, creditors and equity holders, there must be some articulated business justification for using, selling, or leasing the property outside the ordinary course of business.”); In re Crutcher Res. Corp., 72 B.R. 628, 631 (Bankr. N.D. Tex. 1987) (“A Bankruptcy Judge has considerable discretion in approving a § 363(b) sale of property of the estate other than in the ordinary course of business, but the movant must articulate some business justification for the sale.”). 36. “Once the Debtor articulates a valid business justification, ‘[t]he business judgment rule is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action was in the best interests of the company.’” In re Kabuto Ariz. Props., LLC, No. 09-11282, 2009 Bankr. LEXIS 4961, *66 (Bankr. D. Ariz. Dec. 9, 2009) (quoting In re S.N.A. Nut Co., 186 B.R. 98 (Bankr. N.D. Ill. 1995) (internal

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citations omitted)); see also In re Johns-Manville Corp., 60 B.R. 612, 615-16 (Bankr. S.D.N.Y. 1986) (“[A] presumption of reasonableness attaches to a debtor’s management decisions.”). The paramount goal in any proposed sale of property of the estate is to maximize value for the estate. See Four B. Corp. v. Food Barn Stores, Inc. (In re Food Barn Stores, Inc.), 107 F.3d 558, 564-65 (8th Cir. 1997); In re Edwards, 228 B.R. 552, 561 (Bankr. E.D. Pa. 1998). 37. Here, the Debtor has considered all available alternatives in connection with the Property and believes that the proposed Sale is supported by sound business reasons. As discussed above, the Debtor has been attempting to sell the Property for approximately two years and believes that the Property will decline in value if left in the Debtor’s possession. A prompt sale, therefore, is necessary to maximize the value of the Property for the benefit of the Debtor’s estate and its creditors. Additionally, as described in further detail below, any sale consummated pursuant to the Bidding Procedures will be negotiated at arm’s length and in the utmost good faith. 38. For these reasons, the Debtor submits that approval of the Sale is appropriate under § 363 of the Bankruptcy Code. B. The Proposed Bidding Procedures are Reasonable and Necessary to Facilitate the Proposed Sale. 39. The Debtor believes that it is in the best interests of its estate and creditors to establish a process for soliciting potential bidders to participate in an auction. To this end, the Debtor seeks approval of the Bidding Procedures in order to promote active bidding from seriously interested parties and identify the best and highest offer for the Property. The Debtor believes that the Bidding Procedures will afford interested parties reasonable opportunities, consistent with the financial limitations of the Debtor, to evaluate whether to propose a Bid for the Property. 40. Bankruptcy Rule 6004(f) permits a debtor to sell property outside the ordinary course of business by private sale or by public auction. See Fed. R. Bankr. P. 6004(f)(1). Courts

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grant substantial deference to a debtor’s business judgment when evaluating the procedures to be used in selling assets from the debtor’s estate. See, e.g., Official Comm. of Subordinated Bondholders v. Integrated Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656-57 (S.D.N.Y. 1992) (noting that bidding procedures and break-up fee arrangements that have been negotiated by a debtor are to be reviewed according to the deferential “business judgment” standard, under which such procedures and arrangements are “presumptively valid”); In re 995 Fifth Ave. Assocs., L.P., 96 B.R. 24, 28 (Bankr. S.D.N.Y. 1989) (same). 41. Courts uniformly recognize that procedures intended to enhance competitive bidding are consistent with the goal of maximizing the value received and therefore, are appropriate in the context of bankruptcy transactions. See, e.g. Integrated Res., 147 B.R. at 659 (noting that such procedures “encourage bidding and to maximize the value of the debtor’s assets”); In re Fin. News Network, Inc., 126 B.R. 152, 156 (Bankr. S.D.N.Y. 1991) (“[C]ourt-imposed rules for the disposition of assets . . . [should] provide an adequate basis for comparison of offers, and [should] provide for a[] fair and efficient resolution of bankrupt estates.”). 42. In this case, the Debtor believes that an auction process will facilitate a sale to the highest and best bidder by exposing the Property to a broad group of financially capable bidders. 43. If the Bidding Procedures are approved, the Debtor will continue to solicit bids for the Property up through the Bid Deadline. The Bidding Procedures describe, among other things, the Property available for sale, the manner in which bidders and bids become “qualified,” the coordination of diligence efforts among bidders and the Debtor, the receipt and qualification of Bids received, the procedures governing any Auction, and the selection and approval of any Winning Bidder. The Bidding Procedures were developed to be consistent with the Debtor’s need to expedite the sale process and promote participation and active bidding.

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44. The proposed Bidding Procedures are intended to allow the Debtor to conduct the Auction in a controlled, fair, and open fashion, encouraging participation by financially capable bidders who demonstrate the ability to close a transaction. The Debtor believes that the Bidding Procedures are: (a) sufficient to encourage bidding for the Property; (b) consistent with procedures approved by other bankruptcy courts; and (c) appropriate under the relevant standards governing auction proceedings and bidding incentives in bankruptcy proceedings. See, e.g., In re La. Pellets, Inc., Case. No. 16-80162 (Bankr. W.D. La. Feb. 8, 2017) [ECF No. 596]. 45. For the foregoing reasons, the Debtor believes that a sale accomplished through the proposed Auction and Bidding Procedures is the best option for maximizing the value of the Property for the benefit of the Debtor’s estate and its creditors. 46. In connection with its request for approval of the Bidding Procedures, the Debtor also seeks authority to enter into and execute the Winning Bid Purchase Agreement. Courts routinely approve entry into asset purchase agreements. See, e.g., In re Redwine Res., Inc., No. 10-34041, 2010 Bankr. LEXIS 6075, *29 (Bankr. N.D. Tex. Sept. 17, 2010). Such agreements are approved if they are an exercise of the debtor’s sound business judgment. See id. In this case, the Debtor will introduce sufficient evidence at or prior to the Sale Hearing to establish that the Winning Bid Purchase Agreement was the subject of good-faith, arm’s length negotiations between the Debtor and the Winning Bidder. The Debtor also will establish that the terms and conditions of the Winning Bid Purchase Agreement are the best that could be obtained under the circumstances and that entry into the Winning Bid Purchase Agreement is a sound exercise of the Debtor’s business judgment.

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C. The Proposed Stalking-Horse Protections are in the Best Interests of the Debtor’s Estate. 47. The Bidding Procedures authorize the Debtor (in consultation with the Committees) to reach an agreement with a Qualified Bidder to become the Stalking-Horse Bidder. Under these circumstances, the Debtor expects that any potential Stalking-Horse Bidder may require certain bid protections. The Bidding Procedures permit the Debtor to negotiate and agree (in consultation with the Committees) to provide the Break-Up Fee (including an expense reimbursement) in an amount not to exceed in the aggregate 4% of the proposed purchase price under such Qualified Bidder’s Qualified Purchase Agreement. The Debtor seeks to award such Stalking-Horse protections without further notice or order of the Court, with the exception that in the event that a Stalking-Horse Bidder is designated, the Debtor will file notice within 24 hours of such designation, and the matter will be announced at the Auction. 48. The Debtor believes that the Break-Up Fee is fair and reasonable and will benefit its estate by promoting a more robust Auction. As bankruptcy courts have long recognized, break-up fees are an important, and in many cases, a necessary component of sales: Break-up fees are important tools to encourage bidding and to maximize the value of the debtor’s assets . . . . In fact, because the . . . corporation ha[s] a duty to encourage bidding, break-up fees can be necessary to discharge [such] duties to maximize value. In re Integrated Res., Inc., 147 B.R. at 659-60 (emphasis in original). 49. For bidding incentives to receive an administrative expense priority, the benefit derived in favor of a stalking horse is measured against a business judgment standard. See Calpine Corp. v. O’Brien Envtl. Energy, Inc. (In re O’Brien Envtl. Energy, Inc.), 181 F.3d 527, 533 (3d Cir. 1999). In this vein, break-up fees are appropriate when they (a) promote “more competitive bidding, such as by inducing a bid that otherwise would not have been made and without which

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bidding would have been limited,” or (b) “induce a bidder to research the value of the debtor and convert that value to a dollar figure on which other bidders can rely.” Id. at 537. 50. Here, the Debtor believes that the Break-Up Fee is reasonable in relation to the size of the proposed Sale (i.e., 4% of the Purchase Price of the Property)6 and that it promotes competitive bidding by offering an incentive for a potential stalking-horse bidder to submit a higher and better bid than it might otherwise offer in the absence of such protections. Accordingly, the Debtor requests authorization to potentially award the Break-Up Fee, pursuant to the terms contained in the Bidding Procedures. D. The Court May Approve the Sale Free and Clear of Any Claims, Liens, Interests, and Encumbrances. 51. The Debtor also requests that the Court approve the Sale free and clear of all claims, liens, interests, and encumbrances, pursuant to § 363(f) of the Bankruptcy Code, and order that any such claims, liens, interests, or encumbrances attach to the net sale proceeds of the Property, to the same extent and priority that existed prior to the Sale. 52. Section 363(f) of the Bankruptcy Code authorizes a sale of a debtor’s assets free and clear of claims, liens, interests, and encumbrances if: (1) applicable nonbankruptcy law permits sale of such property free and clear of such interest; (2) such entity consents; (3) such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property; (4) such interest is in bona fide dispute; or 6 Break-up fees of one to four percent of the purchase price are typical. AgriProcessors, Inc. v. Fokkena (In re Tama Beef Packing, Inc.), 321 B.R. 496, 498 (B.A.P. 8th Cir. 2005).

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(5) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest. 11 U.S.C. § 363(f). 53. A debtor need only satisfy one of the requirements set forth in § 363(f) to justify approval of a sale free and clear of liens and interests. Mich. Empl. Sec. Comm’n v. Wolverine Radio Co. (In re Wolverine Radio Co.), 930 F.2d 1132, 1147 n. 24 (6th Cir. 1991) (“[T]he language of section 363(f) is in the disjunctive and the sale free and clear of the interest concerned can occur if any one of the conditions of section 363(f) have been met.”); In re Nature Leisure Times, LLC, No. 06-41357, 2007 Bankr. LEXIS 4333, *7 (Bankr. E.D. Tex. Dec. 19, 2007) (“The language of §363(f) is in the disjunctive such that a sale free and clear of an interest can be approved if any one of the aforementioned conditions contained in §363(f) are satisfied.”). 54. Further, a court may authorize the sale of a debtor’s assets free and clear of any interest in the property pursuant to § 105 of the Bankruptcy Code, even if § 363(f) does not apply. See In re Trans World Airlines, Inc., No. 01-0056, 2001 Bankr. LEXIS 723, *9 (Bankr. D. Del. Mar. 27, 2001) (“[B]ankruptcy courts have long had the authority to authorize the sale of estate assets free and clear even in the absence of § 363(f).”); see also Volvo White Truck Corp. v. Chambersburg Beverage, Inc. (In re White Motor Credit Corp.), 75 B.R. 944, 948 (Bankr. N.D. Ohio 1987) (“Authority to conduct such sales [free and clear of any interest] is within the court’s equitable powers when necessary to carry out the provisions of Title 11.”). In evaluating such a sale, a court must balance the need for flexibility with the affected creditor’s concern for adequate protection. In re Terrace Gardens Park P’ship, 96 B.R. 707, 715 (Bankr. W.D. Tex. 1989). 55. In this case, the Debtor requests that the sale of the Property be free and clear of any claims, liens, interests, or encumbrances that may exist. The Debtor believes that one or more of the tests of § 363(f) is satisfied with respect to the transfer of the Property pursuant to a Winning

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Bid Purchase Agreement. In any event, the Debtor submits that any lien, claim, interest, or encumbrance that exists on the Property will be adequately protected by attachment to the net proceeds of the Sale in the same priority that existed prior to the Sale, subject to any claims and defenses that the Debtor may possess with respect thereto. 56. Accordingly, the Debtor requests that the Sale be free and clear of all claims, liens, interests, and encumbrances, with such claims, liens, interests and encumbrances (if any) attaching to the proceeds of the Sale in their lawful rank and priority. E. The Winning Bid Purchase Agreement Will Be Negotiated at Arm’s Length and in Good Faith. 57. Finally, the terms of any Winning Bid Purchase Agreement will be negotiated at arm’s length and in utmost good faith. The Debtor therefore requests that the Court determine at the Sale Hearing that the Winning Bidder enjoys the protections of a good-faith purchaser under § 363(m) of the Bankruptcy Code. 58. Section 363(m) of the Bankruptcy Code provides, in pertinent part: The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal. 11 U.S.C. § 363(m). 59. This section thus protects a purchaser of assets sold under § 363 from the risk of losing its interest in the purchased assets if the order authorizing the sale is reversed on appeal. 60. Here, the Debtor intends to submit sufficient evidence at or prior to the Sale Hearing to establish that Winning Bid Purchase Agreement was the product of extensive, arms-length negotiations between the Debtor and the Winning Bidder, who at all times acted in good faith.

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Accordingly, this Court should grant the Winning Bidder the protections of a good-faith purchaser under § 363(m). Waiver of Bankruptcy Rule 6004(h) 61. Bankruptcy Rule 6004(h) provides that “[a]n order authorizing the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise.” 62. The Debtor requests that any order entered pursuant to this Motion authorizing the consummation of a transaction that is deemed a sale of property be effective immediately, thereby waiving the 14-day stay under Bankruptcy Rule 6004(h). Wavier of the stay period will allow the Debtor to close on the transaction as expeditiously as possible and within the timeframes contemplated by the Debtor and the Winning Bidder. The Debtor believes that such a waiver is necessary and appropriate to maximize value for the estate. 63. Accordingly, the Debtor hereby requests that the Court waive the 14-day stay period under Bankruptcy Rule 6004(h). Notice 64. Notice of this Motion is being provided to the parties identified in this Court’s Ex Parte Order Authorizing the Debtor to Limit Notice and Establishing Notice Procedures [ECF No. 22]. In light of the nature of the relief requested herein, the Debtor submits that no other or further notice is necessary. WHEREFORE, The Roman Catholic Church of the Archdiocese of New Orleans respectfully requests: (A) entry of an order in substantially the form of the Bidding Procedures Order attached hereto as Exhibit 1: (i) approving the Bidding Procedures attached as Exhibit 2 and the Auction and Sale Notice attached as Exhibit 3; and (ii) scheduling the Sale Hearing for

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July 9, 2021 at 1:30 p.m. CST, or as soon thereafter as the parties may be heard; (B) after the conclusion of the Sale Hearing, entry of an order in substantially the form of the Sale Order attached hereto as Exhibit 4, authorizing the sale of the Property under the Winning Bid Purchase Agreement (or Back-Up Bid Purchase Agreement, as applicable), free and clear of all liens, interests, and encumbrances, with such liens, interests, and encumbrances to be referred to the proceeds of such sale in their lawful rank and priority; and (C) such other relief to which the Debtor may be entitled at law or in equity. Dated: May 27, 2021 Respectfully submitted, /s/ Mark A. Mintz R. PATRICK VANCE (#13008) ELIZABETH J. FUTRELL (#05863) EDWARD D. WEGMANN (#13315) MARK A. MINTZ (#31878) LAURA F. ASHLEY (#32820) Jones Walker LLP 201 St. Charles Avenue, 51st Floor New Orleans, LA 70170 Telephone: (504) 582-8000 Facsimile: (504) 589-8260 Email: pvance@joneswalker.com Email: efutrell@joneswalker.com Email: dwegmann@joneswalker.com Email: mmintz@joneswalker.com Email: lashley@joneswalker.com ATTORNEYS FOR THE ROMAN CATHOLIC CHURCH OF THE ARCHDIOCESE OF NEW ORLEANS [Certificate of Service Follows]

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CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of this Motion is being served (a) on May 27, 2021 by electronic case filing for those parties receiving notice via the Court’s Electronic Case Filing system, and (b) by email or First Class U.S. Mail, postage prepaid, on all other parties requiring service under the Court’s Ex Parte Order Authorizing the Debtor to Limit Notice and Establishing Notice Procedures [ECF No. 22], to be sent by Donlin Recano & Company, Inc. (“DRC”). DRC shall file a certificate of service to that effect once service is completed. /s/ Mark A. Mintz Mark A. Mintz

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