10000004999

Published on May 2016 | Categories: Documents | Downloads: 54 | Comments: 0 | Views: 188
of 31
Download PDF   Embed   Report

Comments

Content

Hearing Date and Time: June 23, 2011 at 10:00 a.m. (prevailing Eastern Time) Objection Deadline: June 20, 2011 at 4:00 p.m. (prevailing Eastern Time)

David M. Friedman ([email protected]) Adam L. Shiff ([email protected]) Daniel A. Fliman ([email protected]) KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 Attorneys for Five Mile Capital Partners LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ___________________________________________ : : : : Debtors. : : __________________________________________ : In re INNKEEPERS USA TRUST, et al., Chapter 11 Case No. 10-13800 (SCC) (Jointly Administered)

NOTICE OF FIVE MILE BIDDER’S APPLICATION PURSUANT TO SECTIONS 503(b)(3)(D) AND 503(b)(4) OF THE BANKRUPTCY CODE FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS PLEASE TAKE NOTICE that a hearing (the “Hearing”)1 for the relief requested in the above-referenced application (the “Application”) will be held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the “Court”), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on June 23, 2011 at 10:00 a.m. (prevailing Eastern Time) or such other time as counsel may be heard.

1

All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application.

PLEASE TAKE FURTHER NOTICE that any objections to the Application: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the “Case Management Procedures”) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Court’s case filing system (the User’s Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served so as to be actually received no later than June 20, 2011 at 4:00 p.m. (prevailing Eastern Time) by the entities on the Master Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors’ notice and claims agent. Only those objections that are timely filed, served, and received will be considered. Dated: June 8, 2011 New York, New York

By: /s/ Daniel A. Fliman David M. Friedman ([email protected]) Adam L. Shiff ([email protected]) Daniel A. Fliman ([email protected]) KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 Attorneys for Five Mile Capital Partners LLC

2

Hearing Date and Time: June 23, 2011 at 10:00 a.m. (prevailing Eastern Time) Objection Deadline: June 20, 2011 at 4:00 p.m. (prevailing Eastern Time)

David M. Friedman ([email protected]) Adam L. Shiff ([email protected]) Daniel A. Fliman ([email protected]) KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 Attorneys for Five Mile Capital Partners LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ___________________________________________ : : : : Debtors. : : __________________________________________ : In re INNKEEPERS USA TRUST, et al., Chapter 11 Case No. 10-13800 (SCC) (Jointly Administered)

FIVE MILE BIDDER’S APPLICATION PURSUANT TO SECTIONS 503(b)(3)(D) AND 503(b)(4) OF THE BANKRUPTCY CODE FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS TO: THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE Five Mile Capital Partners LLC and its affiliates (collectively, “Five Mile”) and Hunt Realty Investments, Inc. and its affiliates (“Hunt” and with Five Mile, the “Five Mile Bidder”)1, pursuant to sections 503(b)(3)(D) and 503(b)(4) of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”) hereby file this application (the “Application”) for

1

As disclosed in previously filed pleadings, Five Mile selected Hunt as its investor / financing partner in the bid to acquire the Debtors’ equity. Pursuant to an Expense Sharing and Participation Agreement, dated as of November 12, 2010, Five Mile and Hunt agreed to share certain costs and expenses pursuant to a specified allocation. As such, this Application is brought by Five Mile on behalf of both entities (as the Five Mile Bidder) for the total amount of expenses they incurred in making a substantial contribution.

allowance and payment of an administrative expense claim2 in the amount of $718,257.33 arising from the Five Mile Bidder’s substantial contribution to the above-captioned chapter 11 bankruptcy cases (the “Bankruptcy Cases”), and respectfully state as follows: PRELIMINARY STATEMENT3 The Debtors and their constituents have understandably touted the outcome of the auction for the Fixed/Floating Debtors (as well as the other debtors). The final price brings substantial value to the Debtors’ constituents, improves recoveries by more than most ever imagined and appears to be fully consensual among the Debtors’ diverse creditor constituents. This outcome was not accomplished overnight or by mere happenstance. Rather, it was achieved through the direction of this Court and the efforts of certain parties, including the Five Mile Bidder, whose vision, hard work and dedication enabled the Debtors, despite their initial hard-fought refusal, to run an open and competitive process with the support of their secured creditors. Throughout the Bankruptcy Cases, the Five Mile Bidder played an integral and unique role in developing the framework necessary to get from the failed PSA to the eve of confirmation. From its opposition to the PSA; to its financing the Debtors; to its initial commitment letter with Midland; to its obtaining the support of the Debtors’ two largest secured creditors; to its accepted stalking horse bid that was subjected to an open and lengthy marketing process; to its delivery of Midland’s “stapled financing”; to its willingness to sever the “sister properties” from its bid; to its provision of improved recoveries for general unsecured creditors;
2

As discussed infra, pursuant to the Bidding Procedures Order (as defined below), the Court previously approved Five Mile’s expense reimbursement in the amount of $3 million payable upon the earlier of the effective date of the plan for the Fixed/Floating Debtors or consummation of an alternative transaction. As set forth in the Fixed/Floating Debtors’ plan, the Debtors are authorized to pay such amount without the need for further application or notice. By this Application, the Five Mile Bidder only seeks allowance and payment of its expenses not otherwise paid by the Debtors under the Bidding Procedures Order. 3 Capitalized terms used in this Preliminary Statement, but not defined, are ascribed the definitions contained elsewhere in this Application.

2

to its extensive work formulating the documents that served as templates for all other bids; to its active participation in the auction; to its cooperation as back-up bidder and participant in document finalization – the Five Mile Bidder took actions and made contributions that went far beyond those of an ordinary bidder. The Five Mile Bidder’s contributions were more than substantial and resulted in unmistakable, direct benefits to the Debtors and their constituents. First, the Five Mile Bidder’s agreements with Midland and Lehman enabled the Debtors to achieve a consensual reorganization. Second, the Five Mile Bidder’s consistent and unfaltering commitment to bid on the Fixed/Floating Debtors, its role in obtaining the Court’s denial of the PSA and its agreement to expose its stalking horse bid to unprecedentedly long timeframes of open marketing, prevented the Debtors’ constituents from suffering extreme losses through the minimal recoveries proposed in the PSA. Third, the Five Mile Bidder’s stalking horse bid – and its extensively negotiated commitment letter and plan documents – provided the framework for the highly-beneficial Cerberus/Chatham Successful Bid. For these reasons and those set forth below, the Court should allow the Five Mile Bidder’s administrative expense claim in full and direct the Fixed/Floating Debtors to pay same. JURISDICTION 1. The United States Bankruptcy Court for the Southern District of New York (the

“Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3

BACKGROUND A. 2. The Bankruptcy Filing On July 19, 2010 (the “Petition Date”), each of the debtors in the Bankruptcy

Cases (the “Debtors”) filed a petition with the Court under chapter 11 of the Bankruptcy Code commencing the Bankruptcy Cases. 3. The Debtors are operating their businesses and managing their properties as

debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On the Petition Date, the Debtors filed numerous first day motions, including

motions for authority to enter into the debtor in possession facility with Five Mile (the “Five Mile DIP”). On September 2, 2010, the Court entered a final order approving the Five Mile DIP. Pursuant to the Five Mile DIP, Five Mile loaned the Debtors $53,000,000. B. 5. Five Mile Opposes The PSA Also on the Petition Date, the Debtors filed their Motion to Assume the Plan

Support Agreement (the “PSA Motion”). In the PSA Motion, the Debtors sought approval of a plan support agreement (the “PSA”) for a reorganization plan that would have converted all the secured debt of one lender, Lehman, into 100% of the reorganized equity, while cramming-down all other secured creditors, providing almost $1.19 billion of secured debt treatment worth only $700 million, including $550 million on $825 million principal amount of claims under the Debtors’ pre-petition fixed rate mortgage (the “Fixed Rate Mortgage”). The PSA allocated $500,000 cash to be shared pro-rata among general unsecured creditors of all of the Debtors. Also as part of that deal, Lehman would have sold half of its reorganized equity to the Debtors’ current equity owner, Apollo Investment Corporation (“Apollo”).

4

6.

Five Mile vigorously opposed the PSA Motion. It participated in an expedited,

but extensive, discovery process which included numerous depositions and document productions. On August 23, 2010, Five Mile filed an objection to the PSA Motion (the “Five Mile PSA Objection”) asserting that the Debtors had wrongfully entered into the PSA without sufficient diligence or analysis, and were acting in bad faith by pursuing an insider-beneficial deal kept secret from other parties, like Five Mile. Five Mile, through its counsel, argued its objections at the PSA hearing and conducted cross-examinations of various witnesses. C. 7. The August 29 Commitment: The Five Mile Bidder Delivers A Deal Backed By Midland After the Petition Date, the Five Mile Bidder began conducting due diligence for

a potential transaction for the Debtors.4 Five Mile, on September 8, 2010 and Hunt, on September 16, 2010, executed confidentiality agreements with the Debtors, which entitled them to receive extensive financial information and access to a due diligence “data-room.” In September and October, 2010, the Five Mile Bidder’s representatives conducted site visits to each of the Debtors’ hotel properties and held numerous in-person and telephonic meetings with the Debtors’ management team as well as individual hotel managers. 8. As a result of the Five Mile Bidder’s due diligence, at the same time that it was

opposing the PSA, it was also preparing a proposal to acquire the Debtors’ equity. In August, the Five Mile Bidder engaged in extensive negotiations with Midland Loan Services, Inc. (“Midland”) to formulate a commitment letter for the Five Mile Bidder to acquire the Debtors. On August 29, 2011, the Five Mile Bidder and Midland reached an agreement and entered into that certain Binding Commitment for the Acquisition of Innkeepers USA Trust (the “August 29
4

At times throughout the Bankruptcy Cases, Five Mile and Hunt each held a substantial amount of trust certificates issued by the CMBS trusts holding the Fixed Rate Mortgage.

5

Commitment”). In the August 29 Commitment, the Five Mile Bidder committed to fund a chapter 11 plan of reorganization filed and fully supported by Midland. 9. In the August 29 Commitment, the Five Mile Bidder proposed a deal, not subject

to any financing or other material contingency, for which the Five Mile Bidder would serve as stalking horse bidder on terms significantly better for the Debtors and their constituents than in the PSA. The proposal provided the Debtors a $236.6 million cash equity infusion and valued the Debtors’ at an enterprise value of $1.040 billion. (The PSA, in contrast, provided no cash infusion, and left the Debtors with a substantially lower enterprise value). Thus, the minimum recovery by secured creditors, other than Lehman, increased to $768 million, almost a 10% increase over the PSA, of which $600 million was allocated to the Fixed Rate Mortgage. Importantly, because the August 29 Commitment was subject to higher and better bids and a completely transparent marketing process, these amounts created a floor -- rather than the ceiling as in the PSA – with any additional incremental value allocated among the various secured creditors. 10. On August 30, 2010, Midland filed a motion to terminate exclusivity to allow

Midland to propose and pursue the August 29 Commitment. The special servicers for the “sister properties” sought similar relief and joined in Midland’s motion. Midland argued that the August 29 Commitment provided a valuable alternative to the PSA that allowed it to propose a fair and procedurally appropriate plan that also allowed for higher and better offers to maximize creditor recovery. 11. On September 1, 2010, after a lengthy evidentiary hearing, the Court denied the

PSA Motion and found that the Debtors had acted in a manner inconsistent with their fiduciary duties and lacking in transparency, which the Court stated caused it to “question the Debtors’

6

honest interest in exercising due care.” See Bench Decision Denying Debtors’ Motion to Assume Plan Support Agreement, Case No. 10-13800 [Docket No. 776] at 13. Moreover, specifically citing to the August 29 Commitment, the Court found that “[w]hile the Debtors state in their reply that they are aware of no potential alternative that would provide creditors with richer recoveries, it does not appear from the evidence presented that they have canvassed the possible alternatives at this point.” Id. at 9. D. 12. The Five Mile Bidder Brings Lehman On Board And Emerges As Stalking Horse Bidder Extreme acrimony existed among the Debtors and their constituents following the

PSA hearing, as demonstrated by the pleadings and statements before the Court. The Debtors’ key constituents, including Midland, LNR and the Ad Hoc Committee of Preferred Shareholders (the “Ad Hoc Preferreds”) were distrustful of the Debtors and their commitment to a consensual and open process. Indeed, the Ad Hoc Preferreds had filed a motion to appoint an examiner to investigate the Debtors’ dealing in connection with the PSA. Given this and Midland’s pending exclusivity termination motion joined by other constituents, it was doubtful that the Debtors could arrive at a consensual and confirmable plan. 13. The Five Mile Bidder and Midland continued to negotiate a commitment letter

that would result in Midland filing a plan of reorganization pursuant to which the Five Mile Bidder would serve as a stalking horse to generate even higher bids. In addition, the Five Mile Bidder, in an effort to build greater consensus among the Debtors’ creditors, met with Lehman and its financial advisors to discuss a preliminary term sheet. This meeting advanced over the next several weeks with the Five Mile Bidder and Lehman exchanging various drafts of terms sheets resulting, after extensive negotiations, in a stalking horse bid by Lehman and the Five Mile Bidder that was submitted to the Debtors in late November 2010. That bid also had

7

Midland’s full support. As before, the Five Mile Bidder remained willing to subject this bid to higher and better bids through a marketing process and an auction. 14. While initially the Debtors were prepared to select an alternative bid as a stalking

horse bid (which, upon information and belief, was based entirely on the August 29 Commitment), on December 10, 2010, Five Mile/Lehman informed the Debtors they had substantially improved their proposal and that commitment letters had been signed between Five Mile and Lehman and Five Mile and Midland. On December 13, 2010, Five Mile/Lehman agreed to revise their bid further to increase the recoveries to the unsecured creditors, preferred shareholders, and lenders for the mezzanine debt. Thereafter, the Debtors selected the Five Mile/Lehman proposal, as revised (the “Five Mile/Lehman Stalking Horse Bid”), as the highest and best offer and to serve as a stalking horse bid.5 15. Over the next weeks, the Five Mile Bidder, Lehman, Midland and the Debtors

worked tirelessly to negotiate and finalize what ultimately materialized into the commitment letter (the “January 14 Commitment Letter”), dated January 14, 2011, signed by each of those parties. On that day, the Debtors filed a motion (the “Bid Procedures Motion”) to approve the January 14 Commitment Letter, to establish bidding procedures and to approve certain bid protections. 16. In the January 14 Commitment Letter (as in all iterations of proposals by the Five

Mile Bidder to the Company), Five Mile/Lehman agreed to subject the Five Mile/Lehman Stalking Horse Bid to the market and to the Debtors’ process to solicit higher and better bids. Indeed, a unique feature of the Five Mile/Lehman Stalking Horse Bid was the Debtors’

5

The Debtors agreed to allow the alternative bidder (known as “Bidder D”) a $500,000 expense reimbursement even though it might potentially still be a bidder on the assets.

8

unrestricted ability to market their assets after filing the Bid Procedures Motion, but before the hearing. As a result, the Debtors aggressively shopped around the Five Mile/Lehman Stalking Horse Bid for nearly six weeks, yet as of the Bid Procedures Hearing (as defined below) concluded that the Five Mile/Lehman Stalking Horse Bid remained the highest and best stalking horse bid. This lengthy and unfettered pre-hearing marketing period was uncustomary in that seldom are stalking horse bids continually marketed so extensively prior to approval of bid protections. E. 17. The Bid Procedures Litigation Multiple parties objected to the Bid Procedures Motion and commenced another

expedited but intense discovery process (beyond what could have reasonably been contemplated). In pursuing their objections, the objectors served Five Mile and its affiliates with document requests and deposition notices. In connection with that discovery, Five Mile reviewed hundreds of thousands pages of documents and participated in more than a dozen depositions, including the deposition of Five Mile’s Rule 30(b)(6) designee. At the conclusion of the discovery process, and in response to the objections, Five Mile filed its reply in support of the Bid Procedures Motion. 18. To obviate various pending objections the Five Mile Bidder (with Lehman)

agreed to modify the January 14 Commitment Letter Bid to carve out the so-called “sister properties,” without an adjustment to the deal consideration and also agreed to increase the consideration provided to general unsecured creditors. The Five Mile Bidder’s concessions avoided massive additional litigation over the bidding procedures and also paved the way for the Debtors’ separate process for the “sister properties,” which resulted successfully in Chatham’s $195 million bid (the “Chatham Bid”). After renegotiating various key provision implicated by

9

this change, the parties on March 10, 2011 executed an amended commitment letter (the “Five Mile/Lehman Bid”). F. 19. The Court Approves The Five Mile/Lehman Stalking Horse Bid Immediately prior to the hearing on the Bid Procedures Motion, the Debtors asked

the Five Mile Bidder and Lehman to remove the $7 million break-up fee from the Five Mile/Lehman Bid. After due consideration, the Five Mile Bidder and Lehman agreed, which further improved creditor recoveries under the Cerberus/Chatham Successful Bid (as defined below). This left only Five Mile’s $3 million expense reimbursement, which is less than 0.31% of the $970.7 million consideration in the Five Mile/Lehman Bid. 20. Following a hearing held on March 11, 2011 (the “Bid Procedures Hearing”), the

Court entered an Order (the “Bidding Procedures Order”) approving the Five Mile/Lehman Bid as stalking horse bid, authorizing certain bid protections (including the $3 million expense reimbursement) and approving certain bidding procedures (the “Bidding Procedures”). The Bidding Procedures provided the Debtors an extensive fiduciary out and afforded the Debtors an additional 45 days to continue shopping the Five Mile/Lehman Bid; a process that had begun six weeks earlier. The Bidding Procedures also included a mechanism to allocate to the Debtors’ secured creditors incremental value generated by any overbids. G. 21. The Five Mile Bidder Creates A Template For Other Bidders Following the Court’s approval of the Five Mile/Lehman stalking horse bid, the

Five Mile Bidder, Lehman, the Debtors and Midland worked diligently to document the deal by negotiating forms of a plan, disclosure statement and escrow agreement pursuant to which Five Mile posted a $10 million deposit. The process was complicated by each party’s differing views and priorities and by the fact that the plan had to be drafted generically to accommodate any

10

successful bidder, not specifically the Five Mile/Lehman Bid – which the Five Mile Bidder willingly did. The discussions included numerous lengthy conference calls and several turns of plan drafts. 22. The negotiations with the Five Mile Bidder and others resulted in the plan (the

“April 8 Plan”) that the Debtors filed on April 8, 2011. On April 12, 2011, the Debtors sent a process letter to all potential bidders directing them to include a mark-up of the April 8 Plan with any bids submitted. As such, the April 8 Plan served as the platform for all other bids. 23. During this time, Five Mile and Hunt also worked with each other and their

bidding partners in the Five Mile/Lehman Bid to create a structure for submitting overbids at the auction and for allocating incremental funding commitments among the bidding partners. The bidding partners, which included Five Mile, Lehman, Hunt and certain other potential investors, formed a joint venture and, through separate counsel for each, negotiated an agreement governing each partner’s roles and responsibilities at the auction and beyond. H. 24. The Auction On April 25, 2011, Cerberus/Chatham submitted an overbid (the

“Cerberus/Chatham Baseline Bid”) that the Debtors deemed a qualified overbid in accordance with Bidding Procedures. That bid was for $978.7 million and utilized Midland’s “stapled financing” as envisioned by the Five Mile/Lehman Bid. The Cerberus/Chatham bid package included a plan markup that accepted nearly all the provisions of the April 8 Plan (negotiated by the Five Mile Bidder), with virtually no material changes. 25. With the receipt of the Cerberus/Chatham Baseline Bid, the Debtors proceeded

with an auction for the Fixed/Floating Debtors on May 2, 2011. After twelve rounds of competitive bidding between Five Mile/Lehman and Cerberus/Chatham over thirteen hours, the

11

Debtors closed the auction after an unchallenged bid from Cerberus/Chatham valued at $1.12 billion (the “Cerberus/Chatham Successful Bid”). The auction process thus yielded approximately $154 million in value over and above the stalking horse Five Mile/Lehman Bid. 26. The Cerberus/Chatham Successful Bid will provide the Fixed Rate Mortgage a

mortgage note for approximately $723.8 million, which is $173.8 million, or 31.6%, higher than the note proposed in the PSA and $123.8 million, or 20.6%, higher than the note proposed in the August 29 Commitment. The bid also provides Lehman with a cash payment of approximately $233.5 million, satisfying all of its principal and some post-petition interest. 27. At the conclusion of the auction for the Fixed/Floating Debtors, the Debtors

conducted an auction for the “sister properties,” which resulted in Chatham’s $195 million bid. The Five Mile Bidder’s earlier agreement to separate out the “sister properties” – a concept reflected in the modified Five Mile/Lehman Bid crafted by the Five Mile Bidder – brought massive value to the Debtors’ estates and creditors. 28. Following the auction, the Five Mile Bidder worked with the Debtors and other

constituents to finalize the disclosure statement. Leading up to the May 14, 2011 disclosure statement hearing, the Five Mile Bidder advocated various revisions that were needed to protect its interests, including as a holder of trust certificates issued by the CMBS trusts holding the Fixed Rate Mortgage. 29. Thus, without doubt, the process driven by the Five Mile Bidder succeeded in

driving up creditor recoveries. The Five Mile Bidder was instrumental in the process, in the added value, and in paving the way to a consensual deal.

12

DESCRIPTION OF THE FIVE MILE BIDDER’S EXPENSES 30. The Five Mile Bidder herein seeks allowance and payment of its $718,257.33 in

expenses6 arising from the Five Mile Bidder’s substantial contribution to the Bankruptcy Cases as an administrative expense claim of the Fixed/Floating Debtors.7 The Five Mile Bidder’s expenses consist of the following:
Entity Kasowitz, Benson, Torres & Friedman LLP Nature of Expenses Fees and expenses charged by Five Mile’s bankruptcy/litigation counsel Fees and expenses charged by Five Mile’s corporate counsel Fees and expenses charged by Five Mile’s real estate counsel Due diligence costs Fees and expenses charged by Hunt’s corporate counsel Travel and other costs Minus Amount Owed Under Bid Procedures Order TOTAL SOUGHT Amount $2,946,194.50

Goodwin Proctor LLP Arnold & Porter LLP Five Mile Sidley Austin LLP Hunt
8

$228,570.79 $129,515.39 $325,765.58 $75,420.00 $12,791.07 ($3,000,000) $718,257.33

A. 31.

Kasowitz, Benson, Torres & Friedman LLP Kasowitz, Benson, Torres & Friedman LLP (“KBT&F”) is Five Mile’s

bankruptcy counsel. It played an active role throughout these Bankruptcy Cases and represented Five Mile in various litigation-related matters including in the dispute concerning the PSA, litigation over the Bid Procedures Motion and in an adversary proceeding between LNR Partners LLC and CRES Investment No. II LP, a Five Mile affiliate. KBT&F has also represented Five
6

This amount is in addition to the $3 million to be paid to Five Mile pursuant to the Bidding Procedures

Order.
7

The expenses for which the Five Mile Bidder herein seeks reimbursement were incurred through May 19, 2011, the date the Court approved the Debtors’ disclosure statement. Nonetheless, the Five Mile Bidder reserves the right to supplement this Application to seek allowance and reimbursement of expenses, including those incurred after May 19, 2011 to the extent it is required to participate further in these Bankruptcy Cases, including in connection with confirmation. 8 This amount represents Arnold & Porter LLP’s fees and expenses incurred in connection with Five Mile’s due diligence of the Debtors’ properties and in formulating proposals for the Debtors’ assets. Five Mile also retained Arnold & Porter LLP to provide advice in connection with the Five Mile DIP, the fees for which the Debtors have paid pursuant to the Five Mile DIP agreement.

13

Mile in drafting and negotiating deal-related documents including, without limitation, term sheets, commitment letters, agreements with secured creditors, the plan, the disclosure statement and other ancillary documents. KBT&F has appeared on Five Mile’s behalf in numerous hearings, depositions, chambers conferences and countless meetings among the parties. 32. Through May 19, 20119, the Five Mile Bidder incurred $2,946,194.50 in expenses

arising from KBT&F’s representation of Five Mile, consisting of $2,886,210.50 in fees and $59,984.00 in expenses.10 B. 33. Goodwin Proctor LLP GP is Five Mile’s corporate counsel. It advised Five Mile in formulating its

proposals for the Debtors’ assets and with respect to related real estate issues. Moreover, GP represented Five Mile in its joint venture with Lehman, Hunt and other parties, who jointly were bidders in the Five Mile/Lehman Bid. 34. Through May 19, 2011, the Five Mile Bidder incurred $228,570.79 in expenses

arising from GP’s representation of Five Mile, consisting of $226,574.94 in fees and $1,995.85 in expenses. C. 35. Arnold & Porter LLP AP is Five Mile’s real estate counsel and advised Five Mile in its due diligence of

the Debtors’ properties and in formulating its proposals for the Debtors’ assets. Through May

9

While KBT&F charged a total of $154,941.50 for fees incurred between May 1, 2011 and May 19, 2011, the Five Mile Bidder only includes in this Application $133,170.50 (or approximately 85%) of KBT&F’s fees from that timeframe. The remaining fees of $21,771.00 relate to KBT&F’s preparation of this Application, for which the Five Mile Bidder does not seek reimbursement. 10 Inasmuch as this Application seeks allowance and payment of less than 20% of the Five Mile Bidder’s total expenses, the Five Mile Bidder has not prepared and submitted time records and disbursement details for KBT&F, Goodwin Proctor LLP (“GP”), Arnold & Porter LLP (“AP”) and Sidley Austin LLP (“Sidley”). The Five Mile Bidders will make those items available for inspection upon request by the Court.

14

19, 2011, the Five Mile Bidder incurred $129,515.39 in expenses arising from AP’s representation of Five Mile, consisting of $128,845.00 in fees and $670.39 in expenses. D. 36. Sidley Austin LLP Sidley is Hunt’s corporate counsel and represented it in connection with

documenting the terms of the joint venture with Lehman, Five Mile and other parties, who jointly were bidders in the Five Mile/Lehman Bid. Through May 19, 2011, the Five Mile Bidder incurred $75,420 in expenses incurred from Sidley’s representation of Hunt, consisting of $75,270 in fees and $150 in expenses. E. 37. Five Mile’s Diligence Expenses Since the Petition Date, the Five Mile Bidder incurred at least $325,765.58 in

expenses arising from Five Mile’s out-of-pocket expenses from conducting due diligence of the Debtors’ properties, assets and operations. That amount includes: (a) $120,250 paid to obtain property, environmental and seismic reports from IVI International, Inc., a construction and environmental consulting firm; (b) $15,500 paid to obtain hotel supply data from Lodging Econometrics, market analysts and research specialists in the hotel real estate sector; (c) $6,500 paid to acquire relevant economic data from Moody’s Analytics, Inc., through Economy.com; (d) $690 paid to acquire an extended stay segment study from The Highland Group, a global business consulting firm; (e) $160,974 paid to Peter Chong, a consultant specializing in the hospitality industry and (f) $21,851.58 of travel and related out-of-pocket costs incurred while conducting site visits to all the Debtors’ hotel locations.11

11

Five Mile represents that it incurred each of the foregoing expenses in the course of its due diligence. If necessary, the Five Mile Bidder is prepared to provide further data and documentation of any expenses sought herein to the Court and/or parties-in-interest.

15

F. 38.

Hunt’s Expenses Since the Petition Date, the Five Mile Bidder incurred at least $12,791.07 in

expenses arising from Hunt’s out-of-pocket expenses, which includes $2,300 paid to obtain underwriting assistance from Prism Hotel Partners and $10,491.07 of travel and related out-ofpocket costs incurred while conducting site visits to the Debtors’ hotels and attending the auction held on May 2, 2011, including flights, meals and lodging. BASIS FOR RELIEF I. APPLICABLE STANDARD 39. Section 503(b)(3)(D) of the Bankruptcy Code provides for the allowance as an

administrative expense of the actual, necessary expenses incurred by a creditor in making a substantial contribution in a chapter 11 case. 11 U.S.C. § 503(b)(3)(D); see also 11 U.S.C. § 503(b)(4) (administrative expense claims for professional services rendered by an attorney or an accountant on behalf of parties entitled to section 503(b)(3)(D) claims). 40. The reimbursement of stakeholders who make a substantial contribution to a

chapter 11 case is designed to promote meaningful participation in the reorganization process. In re Dana Corp., 390 B.R. 100, 108 (Bankr. S.D.N.Y. 2008); see also In re Granite Partners, 213 B.R. 440, 445 (Bankr. S.D.N.Y. 1997). 41. Although the Bankruptcy Code does not define “substantial contribution,” courts

in this and other districts have held that an applicant has substantially contributed to a chapter 11 case if it has provided “an actual and demonstrable benefit to the debtor’s estate, its creditors, and to the extent relevant, the debtor’s shareholders.” Id. (quoting In re U.S. Lines, Inc., 103 B.R. 427, 429 (Bankr. S.D.N.Y. 1989)).

16

42.

“Factors which the courts have considered in determining whether an applicant

has made a substantial contribution in a chapter 11 case include: [1] whether the services were provided to benefit the estate itself or all of the parties in the bankruptcy case; [2] whether the services conferred a direct, significant and demonstrably positive benefit upon the estate; and [3] whether the services were duplicative of services performed by others.” See Id.; see also Trade Creditor Group v. L. J. Hooker Corp. (In re Hooker Invs., Inc.), 188 B.R. 117, 120 (S.D.N.Y. 1995), aff’d, 104 F.3d 349 (2d Cir. 1996); In re Villa Luisa, L.L.C., 354 B.R. 345, 348 (Bankr. S.D.N.Y. 2006) (courts have looked to “whether there has been a contribution that is considerable in amount, value and worth, which directly, demonstrably and materially contribute to the debtor’s reorganization” in determining whether a substantial contribution has been made within the meaning of section 503(b)); In re Bethlehem Steel Corp., 2003 WL 21738964, at *6 (Bankr. S.D.N.Y., July 28, 2003).12 43. Further, courts exercise their discretion and examine the totality of the relevant

facts when determining whether services substantially contribute in a chapter 11 case. See In re U.S. Lines, 103 B.R. at 430 (discussing the role of the court in determining substantial contribution issues); see also In re 9085 E. Mineral Office Bldg., Ltd., 119 B.R. 246, 253 (Bankr. D. Colo. 1990) (awarding compensation where applicant’s efforts, when “viewed as a whole,” made a substantial contribution to the debtor’s estate).

12

While some courts have imposed an additional altruism element, other courts have rejected that requirement. Most recently, in In re Delphi Corp., Judge Drain explained as follows: “The motive of the creditor has unfortunately crept into some of the cases in their analysis of whether the benefit conferred was direct or indirect. Some courts have taken the view that acting in one’s self interest bars a creditor from making a substantial contribution claim. Other courts, I think, have properly recognized that mere motive should not be determinative of the outcome.” In re DPH Holdings Corp, et al., Case No. 05-44481 (Bankr. S.D.N.Y) (May 20, 2010 Hrg. Trans.) at 113:1-6; excerpt annexed hereto as Exhibit A.

17

44.

Applying these substantial contribution factors, the Five Mile Bidder is entitled to

reimbursement and an administrative expense claim because it has undeniably conferred actual and demonstrable benefits to the Debtors’ estates. II. THE FIVE MILE BIDDER’S CONTRIBUTIONS CONFERRED A DIRECT, SIGNIFICANT AND DEMONSTRABLY POSITIVE BENEFIT UPON THE DEBTORS’ ESTATES AND CREDITORS A. 45. The Five Mile Bidder’s Undeniable Contributions The Five Mile Bidder’s contributions to the Bankruptcy Cases are clear and well

known and set forth throughout the record in these Bankruptcy Cases. The Five Mile Bidder, through extensive negotiations, brought Midland to the table and obtained its consent to plan treatment at a time when severe acrimony prevailed and it was questionable whether the Debtors could achieve a consensual plan. The Five Mile Bidder, following months of discussions, then brought Lehman in as a partner to the deal, thereby garnering the two largest secured creditors’ support for the Five Mile/Lehman Bid (whereas previously Midland and Lehman had been locking heads over the PSA). 46. Throughout, the Five Mile Bidder has held its bid open to unprecedented

marketing and sales processes that subjected its proposal to rigorous bidding. To this day, the Five Mile Bidder is committed to the deal and happily serves as the back-up bidder.13 47. The Five Mile Bidder, however, is more than just a bidder. It established the

structure by which people bid. Indeed, the Five Mile/Lehman Bid was and remains the focal point in the Debtors’ reorganization process, as it laid the groundwork for the Midland “stapled financing,” the framework for the Debtors’ marketing process, and the basis and construct for the Cerberus/Chatham Successful Bid as well as the highly-negotiated provisions in the Debtors’
13

Indeed, following the auction, the Five Mile Bidder agreed to modify its escrow agreement to double the amount of its deposit.

18

approved disclosure statement and plan. In addition, the Five Mile Bidder was instrumental in preventing the PSA from being approved through its initial commitment letter, its forceful objection and cross-examination at the PSA hearing. 48. As such, the Five Mile Bidder clearly made real contributions. See, e.g., In re

Bayou Group, LLC, 431 B.R. 549, 561-562 (Bankr. S.D.N.Y. 2010) (“The majority of cases allowing creditors’ substantial contribution claims . . . involved a creditor who actively facilitated the negotiation and successful confirmation of the chapter 11 plan or, in opposing a plan, brought about the confirmation of a more favorable plan.”). B. 49. 50. The Five Mile Bidder’s Contributions Directly, Significantly and Demonstrably Benefited the Debtors’ Estates and Creditors The Five Mile Bidder’s contributions benefited the Debtors’ estates and creditors. First, the Five Mile Bidder’s formulation of the August 29 Commitment and

opposition to the PSA avoided the disastrous impact of the PSA and its minimal creditors recoveries. Had the PSA been approved, the Fixed Rate Mortgage would have received a note for $550 million, whereas the Five Mile/Lehman Bid proposed a note for $622.5 million and ultimately the Cerberus/Chatham Successful Bid will provide a note for approximately $723.8 million (plus $12 million in cash). The approximately 31.6% increase in the Fixed Rate Mortgage’s recovery is a direct, significant and demonstrable benefit of the Five Mile Bidder’s contributions. Similarly, while under the PSA general unsecured creditors would have received $500,000, under the Cerberus/Chatham Successful Bid those constituents will receive $4.75 million plus additional distributions on account of the Chatham Bid at the “sister properties” – the increase to general unsecured creditor recovery is another direct result of the Five Mile Bidder’s contributions. The Five Mile Bidder, throughout, has agreed to subject its commitment to higher and better bids and to an open marketing process with broad time frames resulting in

19

genuine market testing -- the significant value and improved recoveries generated at the auction are a testament to the Five Mile Bidder’s contributions. 51. Second, the Five Mile Bidder’s contributions by bringing Midland and Lehman to

the table and by stripping the “sister properties” from its bid to proceed with their own process, enabled the Debtors to achieve a consensual deal, which previously they had been unable to do, and improved the treatment of the “sister property” creditors and interests. The Debtors’ ability to confirm a plan was extremely valuable to the Debtors and their creditors. Moreover, availability of the “stapled financing” reduced bidder’s outside financing requirements, improving their willingness to increase their bids. As such, the Five Mile Bidder’s extensive work to bring Lehman and Midland to the table translated into a direct, significant and demonstrable benefit to the Debtors’ constituents. 52. Third, the Five Mile Bidder’s efforts resulted in the Five Mile/Lehman Bid and

the April 8 Plan, which served as the focal documents for all other bids. Indeed, the Debtors heavily relied on those documents in their marketing process as they provided a uniform set of rules for the Debtors to evaluate bids. Moreover, the April 8 Plan dictated creditor treatment including the mechanism for allocating overbids, which was the construct that enabled the Fixed Rate Mortgage and Floating Rate Mortgage directly to reap the benefits of the Cerberus/Chatham Successful Bid. Finally, because the April 8 Plan already had the benefit of the Five Mile Bidder’s extensive negotiations with Midland, the Debtors and Lehman, its creation facilitated approval of the Debtors’ disclosure statement and (most likely) plan for the Cerberus/Chatham Successful Bid. 53. significant. As such, the Five Mile Bidder’s contributions were real, direct, knowable and

20

III.

THE FIVE MILE BIDDER’S SERVICES WERE NOT DUPLICATED BY OTHER PARTIES 54. No other parties made the same contributions as the Five Mile Bidder. The Five

Mile Bidder was the only party in August 2010 to put forward a bid for the company that would remain subject to higher and better bids. The Five Mile Bidder then was the only party that brought Midland and later also Lehman to the table to facilitate a consensual deal. The Five Mile Bidder, as stalking horse bidder, was uniquely positioned to negotiate terms for a plan and disclosure statement with the Debtors, providing the baseline for all other bids. IV. THE FIVE MILE BIDDER’S EXPENSES ARE REASONABLE 55. 56. The Five Mile Bidder’s expenses of $3,718,257.33 are reasonable. Acquiring the Fixed/Floating Debtors is not a run of the mill transaction. The size

of the deal, the complexities of the assets and the Debtors’ convoluted debt structure created difficult business and legal issues. The Five Mile Bidder needed to expend massive resources extensively analyzing the Debtors’ finances and operations; conducting business and legal due diligence, including reviewing documentation, conducting site visits and interviewing managers, and conducting discussions with potential financing sources and operating partners. The Five Mile Bidder was forced to spend time and resources defending against extensive discovery, just to keep the deal alive. In the meantime, the Five Mile Bidder has tied up its fund capital, which otherwise could have resulted in other business opportunities. 57. That the Five Mile Bidder’s expenses – incurred over ten months of work on a

transaction exceeding $1 billion – are reasonable and justified is further highlighted by other parties’ asserted expenses in these Bankruptcy Cases. First, the Debtors’ plan proposes paying the Ad Hoc Preferreds and its advisors $3.5 million “for its role in the Chapter 11 Cases” – without diminishing the Ad Hoc Preferreds’ accomplishment, the Five Mile Bidder believes that

21

itself created much more value to the Bankruptcy Cases. Second, the Court already approved paying $500,000 (with potentially another $500,000) in expense reimbursement to Chatham in connection with its $195 million bid to acquire the “sister properties” – Chatham worked on that much smaller transaction for a fraction of the time the Five Mile Bidder spent on these cases. Third, the Court already approved $3 million in expense reimbursement to Cerberus/Chatham (in addition to a $12 million break-up fee), payable if the Debtors consummate an alternative transaction – the Cerberus/Chatham Successful Bid was modeled after the Five Mile/Lehman Bid and therefore Cerberus/Chatham avoided spending much of the time and resources the Five Mile Bidder spent getting to its bid.14

14

Notwithstanding language in the Bidding Procedures which seemingly precluded Cerberus/Chatham’s expense reimbursement and break-up fee, the Five Mile Bidder did not object to approval of those payments as it believed it was helpful to moving the deal forward for the benefit of all constituents; an act consistent with the Five Mile Bidder’s behavior throughout the Bankruptcy Cases.

22

CONCLUSION 58. For the foregoing reasons, the Five Mile Bidder respectfully requests that the

Court enter an order (i) allowing its administrative expense claim against the Fixed/Floating Debtors as set forth herein in the total aggregate amount of $718,257.33, (ii) directing the Fixed/Floating Debtors’ payment thereof and (iii) granting such other and further relief as is just and proper. Dated: June 8, 2011 New York, New York

By: /s/ Daniel A. Fliman David M. Friedman ([email protected]) Adam L. Shiff ([email protected]) Daniel A. Fliman ([email protected]) KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 Attorneys for Five Mile Capital Partners LLC

23

1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Case No. 05-44481-RDD - - - - - - - - - - - - - - - - - - - - -x

In the Matter of:

DPH HOLDINGS CORP., et al.,

Reorganized Debtors.

- - - - - - - - - - - - - - - - - - - - -x

U.S. Bankruptcy Court 300 Quarropas Street White Plains, New York

May 20, 2010 10:12 AM

B E F O R E: HON. ROBERT D. DRAIN U.S. BANKRUPTCY JUDGE

VERITEXT REPORTING COMPANY 212-267-6868 516-608-2400

109 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
been happening while at the same time there was no effort that management was similarly experiencing some level of contribution to the pay-in would have made it very difficult for the estate to continue. So our view, Your Honor, is that we've adequately supported the claims and that they should each be granted. THE COURT: MR. MEISLER: Okay. Your Honor, as a final point on the EPCA

and amended EPCA in particular, we would just mention two things. One is that we don't believe that the objections to

the EPCA and amended EPCA, on account of any parties, provided a substantial contribution, because ultimately, those agreements became irrelevant in hindsight. And the other thing

I'd like to mention, and it's illustrated fairly clearly in Exhibit 3 to our binder, is that the objections made by the various parties were duplicative. You can see that it goes

through on various grounds, and many of the stakeholders in our cases objected on the same grounds. THE COURT: Okay. Thank you, Your Honor.

All right, I have before me a motion by the IUE-CWA under Sections 503(b)(3)(d) and (b)(4) of the Bankruptcy Code for the allowance and payment of $1,238,304.85 in connection with work done by its counsel in this Chapter 11 case on the basis that the IUE and its counsel made a substantial contribution in the case insofar as that work was done.

VERITEXT REPORTING COMPANY 212-267-6868 516-608-2400

110 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
The debtors, now named DPH Holdings, have objected to the application. The U.S. trustee has submitted a statement in The application, as I noted, is

support of the application.

governed by Section 503(b)(3)(d) and (b)(4) of the Bankruptcy Code. As I recently described in In re: Bayou Group, LLC,

2010 W.L. 1416776, (Bankr. SDNY, April 5, 2010) the Court's analysis of such a motion is a two step analysis. First, the

Court is to determine whether, in fact, the creditor, through its counsel, made a substantial contribution in the case, and then secondly, as set forth in 503(b)(4), whether the compensation requested by such counsel is reasonable based on the time, the nature, the extent, and the value of such services and the cost of comparable services, other than a case under this title, as well as reimbursement of actual necessary expenses incurred by such attorney. The issue of whether a party has made a substantial contribution in a case is one that has been frequently addressed and written on by bankruptcy courts and appellate courts, and certain basic principles are clear. First, the

applicant has the burden of proof by a preponderance of the evidence on both prongs of the analysis. In re: United States

Lines, Inc., 103 B.R. 427, 430 (Bankr. S.D.N.Y. 1989). Secondly, in keeping with the general rule that priorities must be narrowly construed -- and of course, this is a claim that would be entitled to a hundred cents on the dollar

VERITEXT REPORTING COMPANY 212-267-6868 516-608-2400

111 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
payment -- in light of the presumption in bankruptcy cases that the debtor's limited resources will be equally distributed among all unsecured creditors. That also is set forth in the

U.S. Lines case, but the larger principle on a narrow construction of claims for administrative expense is set forth in Howard Delivery Service v. Zurich American Insurance Company, 547 U.S. 651, 667 (2006) and by the Second Circuit in In re: 2007). Bethlehem Steel Corp., 479 F.3d 167, 172, (2d Cir. See also In re: Dana Corp., 390 B.R. 100, 108, (Bankr. Granite Partners, L.P., 213 B.R.

S.D.N.Y. 2008) and In re:

440, 445, (Bankr. S.D.N.Y. 1997) in which Judge Bernstein said, "Substantial contribution provisions must be narrowly construed to, among other things, discourage mushrooming expenses and do not change the basic rule that the attorney must look to his own client for payment." In addition to that basic rule, it also should be noted that the Code establishes other claims and priorities for such expenses, for example, of the -- as part of the unsecured claim in cases where a creditor secured the secured claim of a creditor. See 11 U.S.C. Section 506(b) which covers a secured

creditor's right to legal fees and expenses from the debtor as well as Travelers Casualty and Surety Company of America v. PG&E, 549 U.S. 443, 453 (2007) and Ogle v. Fidelity & Deposit Company, 586 F.3d 143, 149 (2d Cir. 2009), in which the Second Circuit allowed a general unsecured claim for post-petition

VERITEXT REPORTING COMPANY 212-267-6868 516-608-2400

112 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
attorneys' fees provided for in a prepetition contract. Of

course, as a general unsecured claim, that claim, unlike a claim under 503(b)(3) and (b)(4), would be paid in only "tiny" bankruptcy dollars. The courts have also been clear that mere active participation in a Chapter 11 case does not give rise to a right to be compensated under 503(b)(3) and (b)(4). Rather,

the creditor must show that such participation resulted in a demonstrable, or demonstrated, direct benefit to the estate, the creditors, and in applicable instances, to stockholders. In re: McLean Industries, Inc., 88 B.R. 36, 38-39 (Bankr. Alert Holdings, Inc., 157 B.R. 753,

S.D.N.Y., 1988) and In re:

757 (Bankr. S.D.N.Y., 1993) in which the Court stated that extraordinary action must lead to direct, tangible benefits to creditors for Section 503(b)(3)(D) claims to be allowed. This

requirement for a direct benefit is stated in various ways in the cases. But what comes through clearly is that the benefit

to the estate must not only be a net benefit and material and concrete, but also needs to be a benefit demonstrably for the estate as a whole, as opposed to something that goes to the creditor and, indirectly, those in the creditor's class. In re: Granite Partners, 213 B.R. at 446-47 where Judge See

Bernstein extensively discusses those situations where such requests had been granted and contrasts them with situations where they have not been granted.

VERITEXT REPORTING COMPANY 212-267-6868 516-608-2400

113 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
The motive of the creditor has unfortunately crept into some of the cases in their analysis of whether the benefit conferred was direct or indirect. Some courts have taken the

view that acting in one's self interest bars a creditor from making a substantial contribution claim. Other courts, I

think, have properly recognized that mere motive should not be determinative of the outcome. However, that still leaves the

question of whether the benefit was, in fact, direct or rather a mere consequence for others in the same class as the claimant. Se In re: Pow Wow River Campground, Inc., 296 B.R. DP Partners, Limited

81, 86 (Bankr. D. N.H., 2003) and In re:

Partnership, 106 F.3d 667, 673 (5th Cir., 1997), cert. denied 522 U.S. 815 (1997). What the discussion about motive does highlight, however, is the heavy burden that a creditor faces in showing that it, in fact, made a direct contribution, as opposed to an indirect benefit flowing from actions it's taken to further its own interests in the case. See In re: Dana Corporation, 390 Granite Partners,

B.R. 100, 108 as well, again, as In re: L.P., 213 at 445.

As I noted in the Bayou case, a corollary of the requirement for direct contribution, which is also related to the fact that claims for substantial contribution will not be allowed where the work duplicated the work of others who are already being compensated by the estate, including the debtors'

VERITEXT REPORTING COMPANY 212-267-6868 516-608-2400

Sponsor Documents

Recommended

No recommend documents

Or use your account on DocShare.tips

Hide

Forgot your password?

Or register your new account on DocShare.tips

Hide

Lost your password? Please enter your email address. You will receive a link to create a new password.

Back to log-in

Close