In re Waterford Hotel, Inc.

497 B.R. 255, 2013 WL 4494688, 2013 Bankr. LEXIS 3471
CourtUnited States Bankruptcy Court, E.D. Michigan
DecidedAugust 1, 2013
DocketNo. 11-54788
StatusPublished
Cited by4 cases

This text of 497 B.R. 255 (In re Waterford Hotel, Inc.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, E.D. Michigan primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Waterford Hotel, Inc., 497 B.R. 255, 2013 WL 4494688, 2013 Bankr. LEXIS 3471 (Mich. 2013).

Opinion

OPINION REGARDING CONFIRMATION OF DEBTOR’S FOURTH AMENDED PLAN OF REORGANIZATION

THOMAS J. TUCKER, Bankruptcy Judge.

This case is before the Court on confirmation of Debtor Waterford Hotel, Inc.’s (“Waterford Hotel’s” or “Debtor’s”) Fourth Amended Plan of Reorganization, filed on March 11, 2012 (the “Fourth Amended Plan” or the “Plan”).1 Several parties filed objections to confirmation, but all such objections have since been resolved by settlement, except those of one creditor. The only unresolved objections to confirmation are by an unsecured creditor, Farook Ammori (“Ammori”).2 Ammo-ri’s claim is “approximately $179,902.21 based upon Debtor’s breach of a settlement agreement and personal guaranty.”3 Ammori argues that the Plan cannot be confirmed because (1) the Plan’s treatment of the claims of unsecured creditors is ambiguous; (2) the Plan does not propose to pay a market rate of interest, or any interest at all, to unsecured creditors; (3) the Plan is not feasible; (4) the Plan is not proposed in good faith; and (5) the Plan is not “fair and equitable” because it “violates the absolute priority rule.”4 For the reasons stated in this opinion, the Court [258]*258will overrule Ammori’s objections and confirm Debtor’s Plan, subject to certain preconditions stated below.

I. Background

The Debtor Waterford Hotel filed a voluntary petition for relief under Chapter 11 on May 25, 2011.5 As Debtor says in its Plan, “[Waterford Hotel] is a Michigan corporation which owns and operates a Holiday Inn Express [hotel franchise] in Waterford Michigan.”6 Jamal Kalabat (“Jamal”) and Salam Kalabat (“Salam”) are brothers, who each own 50% of Waterford Hotel.7 Jamal and Salam have each filed their own individual Chapter 7 case, and received a discharge.8

On November 1, 2011, Debtor filed a third amended plan (the “Third Amended Plan”).9 Secured Creditor Dawn-G, LLC (“Dawn-G”),10 the Internal Revenue Service, and the United States Trustee filed objections to confirmation of Debtor’s proposed Third Amended Plan.11 Dawn-G also filed a motion for relief from the automatic stay (the “Stay-Relief Motion”).12 Ammo-ri had filed objections to an earlier version of Debtor’s Plan.13

The Court held an initial hearing on the Stay-Relief Motion on December 14, 2012 and decided to adjourn the matter until the confirmation hearing on Debtor’s Third Amended Plan,14 which was the operative proposed plan at that time. On January 4, 2012, the Court held an initial non-evidentiary hearing on confirmation of Debtor’s Third Amended Plan, and a further hearing on the Stay-Relief Motion. The Court then scheduled the two matters for an evidentiary hearing.

[259]*259A. The Fourth Amended Plan

On March 11, 2012, before the evidentia-ry hearing began, Debtor filed a Fourth Amended Plan.15 The Plan is a 10-year Plan, which treats claims in five different classes.

The Plan, as modified by a recent settlement between Debtor and Dawn-G, treats the claim of Dawn-G in Class l,16 and proposes to pay Dawn-G $3,200,000.00, plus interest at the rate of 6.5% per year.17 Under the Plan, Dawn-G will be paid $25,000.00 “within 72 hours of entry of an Order Confirming Debtor’s Plan, as amended[,] to be applied to principal pursuant to the [Stipulated Settlement [Ajgreement.” 18 Debtor must also make monthly payments in the amount of $20,226.18 to Dawn-G.19 Debtor must pay the balance owing on the debt “in full by the first day of the eighteenth ... month following the effective date.”20 Dawn-G will retain its lien until Debtor has fully paid its debt to Dawn-G under the terms of the Stipulated Settlement Agreement.21

The Plan proposes to treat Ammori’s unsecured claim in the amount of $179,902.21 in Class 2, which consists of general unsecured claims in the total amount of $650,402.21. In addition to Am-mori’s claim, Class 2 includes the deficiency claim of secured creditor Lawrence Yal-doo (“Yaldoo”) in the amount of $300,000, and $170,500 in other scheduled unsecured claims. (The secured claim of Yaldoo in the amount of $300,000 is treated in Class 3 as wholly unsecured.) The Plan proposes to pay the general unsecured creditor class 1% of the face value of the claims in 240 equal monthly installments, without interest, which translates into a payment of $27.10 per month.22

The Plan proposes to treat the claims of Debtor’s equity security holders in Class 4, in one of two alternative ways. As it turns out, only the first alternative applies. Because, as discussed below, all impaired classes have voted to accept the Plan, Debtor’s two shareholders, Jamal and Sa-lam, will retain their interests, and all of their rights will be unimpaired.23

Class 5 consists of the secured claim of “Oakland County/Waterford DPW” in the amount of $42,872.08, for unpaid water bills and taxes. The Plan provides, in relevant part, that this claim is to be paid in full, in 60 monthly payments of $953.67 at a 12% interest rate.

Monthly payments to all classes under the Plan will begin on the 11th calendar day after an order confirming the Plan becomes a final order (the “Effective [260]*260Date”). All of the creditor classes are impaired under the Plan.

The Plan provides for the Debtor’s assumption of its franchise agreement with the franchisor, Holiday Inn Express.24 Under the franchise agreement, Debtor is required to complete a property improvement plan (“PIP”) over a three-year period, which involves rebranding and a renovation of the hotel, at an estimated cost of between $630,000.00 and $760,000.00.25 The PIP was prepared and negotiated based on a rigorous inspection of the hotel by experienced professionals from the franchisor.26

B. The acceptance of the Plan by all classes

Class 1 (Dawn-G) initially voted to reject the Plan.27 However, due to the recent Stipulated Settlement Agreement, which resolved Dawn-G’s objections to the Plan and the Stay-Relief Motion, the Court now deems Dawn-G to have accepted the Plan, as modified by the settlement.28 Class 2 (general unsecured creditors, including the claim of Ammori); Class 3 (the secured claim of Yaldoo, which is wholly unsecured, and is to be paid with Class 2 general unsecured creditors); Class 4 (Equity Interests); and Class 5 (Oakland County/Waterford DPW), all voted to accept the Plan.29 Therefore, all classes have now accepted the Plan.

C. The evidentiary hearing

The State of Michigan, Department of Licensing & Regulatory Affairs, Unemployment Insurance Agency (the “Agency”) and Ammori filed objections to Debtor’s Fourth Amended Plan.30 (The Agency’s objections have since been resolved.) 31

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In re Cheerview Enters., Inc.
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524 B.R. 147 (E.D. Michigan, 2014)

Cite This Page — Counsel Stack

Bluebook (online)
497 B.R. 255, 2013 WL 4494688, 2013 Bankr. LEXIS 3471, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-waterford-hotel-inc-mieb-2013.