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Full title: Motion for Final Decree Filed by Trustee Jeremy Rosenthal (Attachments: # 1 Proposed Order - Final Decree) (Warner, Michael) (Entered: 03/30/2021)

Document posted on Mar 29, 2021 in the bankruptcy, 9 pages and 1 tables.

Bankrupt11 Summary (Automatically Generated)

Westwind Manor Resort Association, Inc. (7533); Warrior ATV Golf, LLC (3420); Warrior Acquisitions, LLC (9919); Warrior Golf Development, LLC (5741); Warrior Golf Management, LLC (7882); Warrior Golf Assets, LLC (1639); Warrior Golf Venture, LLC (7752); Warrior Premium Properties, LLC (0220); Warrior Golf, LLC (4207); Warrior Custom Golf, Inc. (2941); Warrior Golf Equities, LLC (9803); Warrior Golf Capital, LLC (5713); Warrior Golf Resources, LLC (6619); Warrior Golf Legends, LLC (3099); Warrior Golf Holdings, LLC (2892); and Warrior Capital Management, LLC (8233).The Chapter 11 Cases other than the Lead Case and the cases of the Reorganized Debtors, as such term is defined below (collectively, the “Affiliated Cases” for the “Affiliated Reorganized Debtors”) are as follows: On August 5, 2020, the Debtors filed that certain Notice of: Confirmation of Plan, Permanent Injunction, Various Deadlines, Effective Date; and Deadline for Filing Administrative Claims and Clams Arising from the Rejection of Executory Contracts and Unexpired Leases [Docket No. 1087], providing that, inter alia, the Effective Date (as such term is defined in the Plan) occurred on August 5, 2020 (the “Effective Date”). Section 5.12 of the Plan continues, “Except as otherwise provided herein, on the Effective Date, all property of each of each Debtor’s Estate, including any property held or acquired by each Debtor or Reorganized Debtors under the Plan or otherwise, will vest in such Reorganized Debtors free and clear of all Claims, Liens, charges, other encumbrances, Interest, and other equity interests, except for the Liens and Claims established under the Plan or Liens and Claims that continue . . . .”Accordingly, Creditor Trustee requests the Bankruptcy Court enter the Final Decree, in accordance with section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, closing each of the Affiliate Cases, but retaining jurisdiction over any and all matters pending in the Chapter 11 Cases.

List of Tables

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) WESTWIND MANOR RESORT Case No. 19-50026 (DRJ) ) ASSOCIATION, INC., et al.,1 ) Jointly Administered Debtors. ) ) CREDITOR TRUSTEE’S EMERGENCY MOTION FOR ENTRY OF A FINAL DECREE CLOSING CERTAIN OF THE CHAPTER 11 CASES EMERGENCY RELIEF HAS BEEN REQUESTED. IF YOU OBJECT TO THE REQUESTED RELIEF OF YOU BELIEVE THAT EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU MUST FILE A WRITTEN RESPONSE PRIOR TO THE BELOW DATE BY WHICH RELIEF IS REQUESTED. OTHERWISE THE COURT MAY TREAT THE REQUEST AS UNOPPOSED AND GRANT THE RELIEF REQUESTED. RELIEF IS REQUESTED NOT LATER THAN MARCH 31, 2021. Jeremy Rosenthal in his capacity as the Creditor Trustee (the “Creditor Trustee”) of the Creditor Trust (the “Creditor Trust”) pursuant to the Plan (as such term is defined herein) as confirmed by the Confirmation Order (as such term is defined herein), for the above referenced jointly administered cases (the “Chapter 11 Cases”) of Westwind Manor Resort Association Inc., et al. (the “Debtors”), hereby moves (the “Motion”) for entry of a final decree (the “Final Decree”) 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Westwind Manor Resort Association, Inc. (7533); Warrior ATV Golf, LLC (3420); Warrior Acquisitions, LLC (9919); Warrior Golf Development, LLC (5741); Warrior Golf Management, LLC (7882); Warrior Golf Assets, LLC (1639); Warrior Golf Venture, LLC (7752); Warrior Premium Properties, LLC (0220); Warrior Golf, LLC (4207); Warrior Custom Golf, Inc. (2941); Warrior Golf Equities, LLC (9803); Warrior Golf Capital, LLC (5713); Warrior Golf Resources, LLC (6619); Warrior Golf Legends, LLC (3099); Warrior Golf Holdings, LLC (2892); and Warrior Capital Management, LLC (8233). The address of the Debtors’ corporate headquarters is 15 Mason, Suite A, Irvine, California 92618.

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with respect to the Affiliate Reorganized Debtors, closing their respective cases nunc pro tunc to March 31, 2021. In support of this Motion, the Creditor Trustee respectfully states as follows: JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334(b). This matter is a core proceeding under 28 U.S.C. § 157(b)(2). 2. Venue is proper before this Court pursuant to 28 U.S.C. § 1408. BACKGROUND A. Relevant Procedural History of the Chapter 11 Cases 3. On March 4, 2019, April 4, 2019, and May 30, 2019, an aggregate of 16 entities each filed a petition in the Bankruptcy Court seeking relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). 4. A detailed description of the Debtors’ business and the facts precipitating the filing of the Chapter 11 Cases are set forth in the Declaration of Jeremy Rosenthal in Support of Debtors’ Chapter 11 Petitions and First Day Relief [Docket No. 9] (the “First Day Declaration”). Those facts are incorporated herein by reference. 5. On June 2, 2019, the Court entered that certain Second Amended Order Directing Joint Administration of Chapter 11 Cases [Docket No. 294] (the “Joint Administration Order”), which, inter alia, directed that the Chapter 11 Cases be jointly administered under the Chapter 11 Case of the Lead Debtor, Case No. 19-50026, In re Westwind Manor resort Association Inc. (the “Lead Case”). The Chapter 11 Cases other than the Lead Case and the cases of the Reorganized Debtors, as such term is defined below (collectively, the “Affiliated Cases” for the “Affiliated Reorganized Debtors”) are as follows:

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Table 1 on page 3. Back to List of Tables
Affiliated Reorganized Debtor Affiliated Case
Warrior ATV Golf Course, LLC 19-50033
Warrior Golf Development, LLC 19-50029
Warrior Golf Management, LLC 19-50032
Warrior Golf Assets, LLC 19-50030
Warrior Golf Venture, LLC 19-50031
Warrior Premium Properties, LLC 19-50034
Warrior Golf Equities, LLC 19-31953
Warrior Golf Capital, LLC 19-31954
Warrior Golf Resources, LLC 19-31955
Warrior Golf Legends, LLC 19-31957
Warrior Golf Holdings, LLC 19-31958
Warrior Capital Management, LLC 19-32951
In addition, the Joint Administration Order also directed the joint administration of the Chapter 11 Cases of three additional affiliated debtors (collectively, the “Reorganized Debtor Cases” and the “Reorganized Debtors”):
Table 2 on page 3. Back to List of Tables
Reorganized Debtor Reorganized Debtor Case
Warrior Acquisitions, LLC 19-50028
Warrior Golf, LLC 19-50035
Warrior Custom Golf, Inc. 19-50027
6. On March 18, 2020, the Bankruptcy Court entered the Order approving the Disclosure Statement at Docket No. 783 (the “Disclosure Statement and Solicitation Order”), inter alia, approving of the Debtors’ First Amended Disclosure Statement for the Joint Plan of Reorganization Proposed by the Debtors and the Committee Pursuant to Section 1125 of the Bankruptcy Code [Docket No. 786] (the “Disclosure Statement”). The Disclosure Statement supported the Debtors’ and Committee’s First Amended Joint Plan of Reorganization [Docket No. 787] (the “Plan”). The Disclosure Statement and Joint Plan are incorporated herein by reference. 7. On June 15, 2020, the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Debtors’ Joint Chapter 11 Plan as of March 22, 2020 [Docket No. 999] (the “Confirmation Order”), confirming the Joint Plan.

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8. On August 5, 2020, the Debtors filed that certain Notice of: Confirmation of Plan, Permanent Injunction, Various Deadlines, Effective Date; and Deadline for Filing Administrative Claims and Clams Arising from the Rejection of Executory Contracts and Unexpired Leases [Docket No. 1087], providing that, inter alia, the Effective Date (as such term is defined in the Plan) occurred on August 5, 2020 (the “Effective Date”). B. The Vesting of Assets and Claims Pursuant to the Plan and Confirmation Order 9. The Confirmation Order and Plan, among other things, approved of the formation of the Creditor Trust and the appointment of Jeremy Rosenthal as the Creditor Trustee to administer the Creditor Trust. See, e.g., Confirmation Order, at ¶¶ K, 14-18; Plan, at § 5.15. Among the purposes of the Creditor Trust is to “[maximize] the value of and monetizing the Real Property . . . held by [WG DE]”. See Plan, at § 5.15(1). 10. The Creditor Trust owns all of the equity of the Reorganized Debtors. See Plan, at §§ 102(136), 5.15; Order Granting Debtors’ Emergency Motion for Entry of an Order in Aid of the Debtors’ Effective Date [Docket No. 1084] (clarifying the entities comprising the “Reorganized Debtors” in the Plan). 11. Section 5.12 of the Plan states, in part: “All property of the LLCs and Westwind, to be retained under the Plan shall be transferred on the Effective Date, without the necessity of any other or further action to [Warrior Acquisitions], [WG DE] or Reorganized Custom Golf, as determined by the Creditor Trustee.” Section 5.12 of the Plan continues, “Except as otherwise provided herein, on the Effective Date, all property of each of each Debtor’s Estate, including any property held or acquired by each Debtor or Reorganized Debtors under the Plan or otherwise, will vest in such Reorganized Debtors free and clear of all Claims, Liens, charges, other encumbrances, Interest, and other equity interests, except for the Liens and Claims established under the Plan or Liens and Claims that continue . . . .”

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12. For purposes of distributions under the Plan, “each and every Claim and Interest against and Debtor shall be deemed filed against the consolidated Debtors and all Claims filed against more than one Debtor for the same liability shall be deemed on Claim against any obligation of the consolidated Debtors.” See Plan, at § 6. Furthermore, “[e]xcept as otherwise specifically provided for [in the Plan] or in the Confirmation Order all Cash required for the payments to be made [under the Plan] shall be obtained from the Exit Facility, and/or the monetization, by the Reorganized Debtors of their assets, or by the Trustee of the Trust Assets.” See Plan, at § 5.02. Thus, closing the Affiliate Cases will not have any effect on the distributions under the Plan or cause prejudice to any of the Debtors’ stakeholders, particularly because the Lead Case and the cases of the Reorganized Debtors will remain open to accommodate any matters that such stakeholders desire to bring before this Court. 13. Section 5.12 of the Plan further provides that the Affiliated Reorganized Debtors “shall be deemed dissolved for all purposes as and subject to the occurrence of the Effective Date without the necessity of any other or further actions to be taken by or on behalf of the Debtors or payments to be made in connection therewith; provided, however, that the [Affiliated Reorganized Debtors] . . . will file with the Office of the Secretary of State for the State of formation a certificate of dissolution which may be executed by the New CEO or the Creditor Trustee, without the need for further order of the Bankruptcy Court of approval of the Members of the LLCs.“ RELIEF REQUESTED 14. Section 350(a) of the Bankruptcy Code provides that “[a]fter an estate is fully administered and the court has discharged the trustee, the court shall close the case.” Bankruptcy Rule 3022, which implements Bankruptcy Code § 350, further provides that “[a]fter an estate is

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fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case.” 15. The term “fully administered” is not defined in the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Local Rules for the Southern District of Texas. The Advisory Committee Notes to Bankruptcy Rule 3022 (the “Advisory Committee Notes”), however, set forth the following non-exclusive factors for consideration in determining whether a case has been fully administered: a. Whether the order confirming the plan has become final; b. Whether deposits required by the plan have been distributed; c. Whether the property proposed by the plan to be transferred has been transferred; d. Whether the debtor or the successor under the plan has assumed the business of the management of the property dealt with by the plan; e. Whether payments under the plan have commenced; and f. Whether all motions, contested matters, and adversary proceedings have been finally resolved. Courts look “to the advisory committee’s notes on Bankruptcy Rule 3022 in seeking guidance as to the meaning of ‘fully administered.’” In re JCP Props., Ltd., 540 B.R. 596, 605 (Bankr. S.D. Tex. 2015). 16. In addition to the factors set forth in the Advisory Committee Notes, courts consider whether the plan of reorganization has been substantially consummated. See, e.g., JCP Properties, 540 B.R. at 605 (commenting that “substantial consummation is the pivotal question here to determine the propriety of closing the [case]”). Section 1101(2) of the Bankruptcy Code defines substantial consummation as the: (A) transfer of all or substantially all of the property proposed by the plan to be transferred; (B) assumption by the debtor or by the successor to the debtor under

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the plan of the business or of the management of all or substantially all of the property dealt with by the plan; and (C) commencement of distribution under the plan. 17. All of these factors need not be present before a court will enter a final decree. See, e.g., Walnut Assocs. v. Saidel, 164 B.R. 487, 493 (E.D. Pa. 1994). For example, pending adversary proceedings do not necessarily preclude a court from entering a final decree. See In re JMPNewcor Int’l, Inc., 225 B.R. 462 (Bankr. N.D. Ill. 1998) (entering a final decree when an adversary proceeding was pending and the debtors still needed to make certain distributions); In re Valence Tech., No. 12-11580-CAG, 2014 WL 5320632, at *4 (W.D. Tex. Oct. 17, 2014) (“[I]t is well established that ‘[t]he continuation of an adversary proceeding . . . is insufficient by itself to keep a case from being considered ‘fully administered.’’”) (citation omitted). 18. Here, the foregoing factors weigh strongly in favor of closing each of the Affiliate Cases. The Affiliate Cases have been “fully administered,” and the Plan has been substantially consummated. Specifically, the Confirmation Order is final, non-appealable, and not subject to any pending appeal, and all of the Affiliated Reorganized Debtors’ property has been vested in the Reorganized Debtors or the Creditor Trust. Furthermore, all distributions under the Plan that have not yet been made will be made from the Creditor Trust or the Reorganized Debtors. Furthermore, the Plan provides that claims will be administered on a consolidated basis, regardless of the Debtor against which a claim was filed. 19. The remaining issues that are being addressed by the Creditor Trustee may be addressed through the Reorganized Debtors or through the Lead Case without keeping the Affiliate Cases open. Accordingly, keeping the Affiliate Cases open at this point is unnecessary and closing the Affiliate Cases will have no impact on the resolution of claims or on distribution in accordance with the Plan.

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20. The Creditor Trustee believes the relevant factors support finding that the Affiliate Cases have been fully administered within the meaning of section 350(a) of the Bankruptcy Code, the Debtors have substantially consummated the Plan in respect of the Affiliate Cases, and entry of the Final Decree is appropriate at this time for each Affiliate Case. Accordingly, Creditor Trustee requests the Bankruptcy Court enter the Final Decree, in accordance with section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, closing each of the Affiliate Cases, but retaining jurisdiction over any and all matters pending in the Chapter 11 Cases. EMERGENCY CONSIDERATION 21. Pursuant to Local Rule 9013-1(i), the Creditor Trustee respectfully requests consideration of this Motion. Prompt entry of the Final Decree will allow the Creditor Trust to reduce administrative costs that would accrue in the event that the Affiliate Cases were left open past March 31, 2021. Accordingly, emergency consideration of the Motion is appropriate under the circumstances. NOTICE 22. Notice of this Motion has been provided by electronic transmission or regular mail to: (a) the Office of the United States Trustee for the Southern District of Texas; and (b) any party that has requested notice pursuant to Bankruptcy Rule 2002. The Creditor Trustee submits that, in light of the nature of the relief requested, no other further notice need be given. [Remainder of Page Intentionally Left Blank]

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CONCLUSION WHEREFORE, the Creditor Trustee respectfully requests entry of the Final Decree, substantially in the form submitted herewith, granting the relief requested herein and granting such other and further relief as may be just and proper under the circumstances. Dated: March 30, 2021 Respectfully submitted, By: /s/ Michael D. Warner Michael D. Warner, Esq. (TX Bar No. 00792304) Benjamin L. Wallen, Esq. (TX Bar No. 24102623) PACHULSKI STANG ZIEHL & JONES LLP 440 Louisiana Street, Suite 900 Houston, TX 77002 Telephone: (713) 691-9385 Facsimile: (713) 691-9407 mwarner@pszjlaw.com bwallen@pszjlaw.com Certificate of Accuracy I certify that the forgoing statements are rue and accurate to the best of my knowledge. This statement is being made pursuant to Bankruptcy Local Rule 9013-1(i). __/s/ Michael D. Warner_____________ Michael D. Warner, Esq. Certificate of Service I certify that on March 30, 2021, I caused a copy of the foregoing document to be served via the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. __/s/ Michael D. Warner_____________ Michael D. Warner, Esq.