Case -0-abl Doc Entered 0/0/ :: Page of 0 GARMAN TURNER GORDON LLP GREGORY E. GARMAN, ESQ. Nevada Bar No. E-mail: ggarman@gtg.legal TALITHA GRAY KOZLOWSKI, ESQ. Nevada Bar No. 00 E-mail: tgray@gtg.legal TERESA M. PILATOWICZ, ESQ. Nevada Bar No. 0 E-mail: tpilatowicz@gtg.legal 0 White Drive, Suite 00 Las Vegas, Nevada Telephone () -000 Facsimile () - [Proposed] Attorneys for Debtors UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA 0 In re: TURNBERRY/MGM GRAND TOWERS, LLC, TURNBERRY/MGM GRAND TOWER B, LLC, TURNBERRY/MGM GRAND TOWER C, LLC Case No.: -0-abl Chapter [PROPOSED] JOINTLY ADMINISTERED UNDER CASE NO.: -0-abl Case No.: -0-abl Chapter Case No.: -0-abl Chapter 0 White Drive, Ste. 00 Las Vegas, NV () -000 EMERGENCY MOTION FOR ORDER DIRECTING JOINT ADMINISTRATION OF THE DEBTORS CHAPTER CASES UNDER FED. R. BANKR. P. 0(B) Turnberry/MGM Grand Towers, LLC (the Tower A Debtor ), a Nevada limited liability company, Turnberry/MGM Grand Tower B, LLC (the Tower B Debtor ), a Nevada limited liability company; Turnberry/MGM Grand Tower C, LLC (the Tower C Debtor, and together with the Tower A Debtor and the Tower B Debtor, the Debtors ), a Nevada limited liability company, debtors-in-possession, hereby submit their Emergency Motion for Order Directing Joint Administration of the Debtors Chapter Cases Under Fed. R. Bankr. P. 0(b) (the
Case -0-abl Doc Entered 0/0/ :: Page of 0 0 Motion ) in the above-referenced cases. Substantially similar motions (collectively, the Motions ) have been filed in each of the Debtors cases. Through their respective Motions, Debtors each request that this Court enter an order providing for the joint administration of Debtors above-referenced Chapter cases (the Chapter Cases ). This Motion is made and based on the memorandum of points and authorities provided herein, the declaration of Dr. Kenneth W. Wiles (the Wiles Decl. ) filed concurrently herewith, the papers and pleadings on file herein, judicial notice of which is hereby respectfully requested, and the argument of counsel entertained by the Court at the time of the hearing of the Motion. I. INTRODUCTION. On June, 0 (the Petition Date ), the Debtors filed their respective voluntary petitions for relief under Chapter of the Bankruptcy Code, thereby commencing these Chapter Cases.. The Debtors continue to operate their businesses and manage their financial affairs and properties as debtors and debtors-in-possession pursuant to Sections 0(a) and 0 of the Bankruptcy Code.. No request has been made for the appointment of a trustee or examiner, and no official committees have been appointed or designated. II. JURISDICTION AND VENUE. This Court has jurisdiction over this Motion pursuant to U.S.C. and. The statutory basis for the relief sought herein arises from Bankruptcy Rule 0(b).. This matter is a core proceeding within the meaning of U.S.C. (b)().. Venue in this judicial district is proper pursuant to U.S.C. 0 and 0.. Pursuant to LR 0., the Debtors consent to entry of final order(s) or All references to Chapter and Section herein shall be to the Bankruptcy Code appearing in Title of the U.S. Code; all references to a Bankruptcy Rule shall refer to the Federal Rules of Bankruptcy Procedure; and all references to a Local Rule shall refer to the Local Rules of Bankruptcy Practice of the U.S. District Court for the District of Nevada. 0 White Drive, Ste. 00 Las Vegas, NV () -000
Case -0-abl Doc Entered 0/0/ :: Page of 0 0 judgment(s) by the bankruptcy judge if it is determined that the bankruptcy judge, absent consent of the parties, cannot enter final orders for judgment consistent with Article III of the United States Constitution. III. FACTUAL BACKGROUND. The Debtors are developers of high-rise condominium towers now called The three Signature Towers are referred to as Tower A, Tower B and Tower C, respectively and each tower was built by one of the three Debtors. Each Tower consists of units, for a total of, units in The Signature Towers. See Wiles Decl... The Signature Towers were sold as condominiums to individual owners who have at all times had the right to live in their unit or, if they chose rent their unit. See id... The Debtors are each Nevada limited liability companies, created to develop the three towers. Each Debtor has two members: () a member that is affiliated with Turnberry, and () a member affiliated with MGM Resorts. Each of the members has a 0% economic interest in the particular Debtor. Specifically, Turnberry Harmon Ave. LLC and MGM Grand Condominiums, LLC are the members of the Tower A Debtor; Turnberry Harmon Ave. B LLC and MGM Grand Condominiums II, LLC are the members of the Tower B Debtor; and Turnberry Harmon Ave. C LLC and MGM Grand Condominiums III, LLC are the members of the Tower C Debtor. Dr. Kenneth W. Wiles, through his wholly owned company, Andare Corp., serves as the manager for each of the Debtors. See id... At the time of the initial sales (approximately 00-00), the Las Vegas real estate market was extremely active, with significant increases in real estate prices being realized on an annual (and in many cases, monthly or quarterly) basis. See id... Shortly after the construction of the third Signature Tower, the Great Recession struck, pummeling Las Vegas economy and devastating the real estate market; Debtors were among its many victims. See id... In light of the drastic economic downturn, some of the Signature Tower purchasers dealing with the global financial collapse experienced buyers remorse and would 0 White Drive, Ste. 00 Las Vegas, NV () -000
Case -0-abl Doc Entered 0/0/ :: Page of 0 0 have preferred not to have entered into their real estate transactions. Since then litigation has been pursued in Nevada s Eighth Judicial District Court, the Nevada Federal District Court, the Nevada Supreme Court, the Ninth Circuit Court of Appeals, and the United States Supreme Court. See id.. IV. BASIS FOR RELIEF Pursuant to Bankruptcy Rule 0(b), this Court may order the joint administration of estates when two or more petitions are pending in the same court by a debtor and an affiliate. See Fed. R. Bankr. P. 0(b) ( If a joint petition or two or more petitions are pending in the same court by or against.... () a debtor and an affiliate, the court may order a joint administration of the estates. ). A bankruptcy court can avoid any potential prejudice to creditors created by joint administration of affiliated cases by entering orders as may tend to avoid unnecessary costs and delay. See Fed. R. Bankr. P. 0(c). Joint administration is designed in large part to promote procedural convenience and cost efficiencies which do not affect the substantive rights of claimants or the respective debtor estates. In re McKenzie Energy Corp. B.R., (Bankr. S.D. Tex. ) (citing Unsecured Creditors Committee v. Leavitt Structural Tubing Co., B.R. 0 (N.D. Ill. ), aff d, F.d (th Cir. )). The efficiency and utility of permitting joint administration of related cases is widely recognized. See, e.g., In re American Wagering, Inc., F.d 0, 00 (th Cir. 00); In re Reider, F.d 0, 0 (th Cir. ); In re Geneva Steel, LLC, B.R., (Bankr. D. Utah 00); In re PL Liquidation Corp., 0 B.R., (Bankr. D. Del. 00). The relief requested herein is commonly granted in this district. See In re Jerry s Nugget, Inc., Case No.--mkn, ECF No. (Bankr. D. Nev. August, 0); In re East Tropicana, LLC, --bam, ECF No. (Bankr. D. Nev. August, 0); In re Black Gaming, LLC, Case No. 0-0-bam, ECF No. 0 (Bankr. D. Nev. March, 00); In re Zante, Inc., Case No. 0-0-gwz, ECF No. (Bankr. D. Nev. March, 00). 0 White Drive, Ste. 00 Las Vegas, NV () -000
Case -0-abl Doc Entered 0/0/ :: Page of 0 0 As set forth in the Wiles Decl., the relationship between the Debtors is such that each is an affiliate of each other, as that term is defined in Section 0() of the Bankruptcy Code. Specifically, each Debtor shares common ownership in that each Debtor has two members: () a managing member that is affiliated with Turnberry, and () a non-managing member affiliated with MGM Resorts. Furthermore, each Debtor is managed by the same manager, Dr. Kenneth Wiles through his company, Andare Corp. Moreover, and critical to these Chapter Cases, as of the Petition Date, approximately 0 unit owners had filed claims against the Tower A Debtor and have indicated that they believe that they have claims against the Tower B Debtor and possibly the Tower C Debtor (although neither has been properly named in the Prepetition Litigation or served). Thus, each of the Debtors, in large part, shares a common creditor list. As such, it is anticipated that any reorganization of these Debtors will require a joint and coordinated approach including, in all probability, a jointly proposed plan of reorganization. See id.. Due to the Debtors common ownership and interdependent relationship, the joint administration of these Chapter Cases will provide significant administrative convenience. Specifically, the joint administration of these Chapter Cases will benefit the Debtors estates by obviating the necessity of filing duplicate motions and applications, entering duplicate orders, and preparing and providing duplicate notices to creditors and parties-in-interest, thus avoiding unnecessary time and expense. To be sure, with three affiliated Debtors, each with its own case docket, the failure to administer these Chapter Cases jointly would result in numerous duplicative pleadings being filed and served upon parties identifies in spate service lists. Such duplication of substantially identical documents would be extremely wasteful and unnecessarily overburden the Debtors, the Clerk of the Court, creditors, and other parties in interest in these Chapter Cases. Such duplication and wastefulness is especially concerning in that there are over,00 units in The Signature Towers, with all current and former owners being entitled to notice under the Bankruptcy Code. Additionally, the Debtors currently anticipate that the likely resolution of the Chapter Cases will be through a joint plan of reorganization to address the 0 White Drive, Ste. 00 Las Vegas, NV () -000
Case -0-abl Doc Entered 0/0/ :: Page of common claims against the Debtors, thereby necessitating the joint administration of these Chapter Cases. See id. The rights of the Debtors respective creditors will not be adversely affected by joint administration of these Chapter Cases because the relief sought herein is purely procedural and is not intended to affect substantive rights. Indeed, this Motion does not request substantive consolidation of the Chapter Cases. Thus, the rights of all creditors will be enhanced by the reduction in cost resulting from joint administration, including avoiding multiple unsecured creditors committees and a multiplicity of professionals being retained by each Debtor. Likewise, the Debtors will avoid the unnecessary duplication and expense of serving documents 0 that have been filed in each of the three cases on creditors three separate times. Finally, 0 supervision of the administrative aspects of the Chapter Cases by the Office of the United States Trustee will be simplified. Although conflict between the estates is not anticipated, the Court can avoid any prejudice to creditors created by joint administration of Debtors Chapter Cases by limiting joint administration to the extent necessary pursuant to Bankruptcy Rule 0(c). Therefore, if creditors are later adversely affected by joint administration, the Court has a mechanism available to protect such creditors. However, there is no reason why the Court should not authorize joint administration at this time. Therefore, joint administration of the Chapter Cases is in the best interest of Debtors, their creditors, this Court, and all other interested parties. Accordingly, Debtors request that the Court maintain one file and one docket for the Chapter Cases under case number BK-S-- 0-abl, which case number has been assigned to the Chapter Case of the Tower A Debtor................ 0 White Drive, Ste. 00 Las Vegas, NV () -000
Case -0-abl Doc Entered 0/0/ :: Page of 0 V. CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an Order substantially in the form attached hereto as Exhibit providing for the joint administration of the Debtors Chapter Cases pursuant to Bankruptcy Rule 0(b), and granting the Debtors such other and further relief as is just and proper. DATED this 0 day of June, 0. GARMAN TURNER GORDON By: /s/ Teresa M. Pilatowicz GREGORY E. GARMAN, ESQ. TALITHA GRAY KOZLOWSKI, ESQ. TERESA M. PILATOWICZ, ESQ. 0 White Drive, Suite 00 Las Vegas, Nevada [Proposed] Attorneys for Debtors 0 0 White Drive, Ste. 00 Las Vegas, NV () -000
Case -0-abl Doc - Entered 0/0/ :: Page of 0 GARMAN TURNER GORDON LLP GREGORY E. GARMAN, ESQ. Nevada Bar No. E-mail: ggarman@gtg.legal TALITHA GRAY KOZLOWSKI, ESQ. Nevada Bar No. 00 E-mail: tgray@gtg.legal TERESA M. PILATOWICZ, ESQ. Nevada Bar No. 0 E-mail: tpilatowicz@gtg.legal 0 White Drive, Suite 00 Las Vegas, Nevada Telephone () -000 Facsimile () - [Proposed] Attorneys for Debtors UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA 0 0 White Drive, Ste. 00 Las Vegas, NV () -000 In re: TURNBERRY/MGM GRAND TOWERS, LLC, TURNBERRY/MGM GRAND TOWER B, LLC, TURNBERRY/MGM GRAND TOWER C, LLC TURNBERRY/ORD Jt. Admin Case No.: -0-abl Chapter [PROPOSED] JOINTLY ADMINISTERED UNDER CASE NO.: -0-abl Case No.: -0-abl Chapter Case No.: -0-abl Chapter
Case -0-abl Doc - Entered 0/0/ :: Page of 0 0 ORDER DIRECTING JOINT ADMINISTRATION OF DEBTORS CHAPTER CASES PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 0(b) Turnberry/MGM Grand Towers, LLC ( Towers ), a Nevada limited liability company, Turnberry/MGM Grand Tower B, LLC ( Tower B ), a Nevada limited liability company; Turnberry/MGM Grand Tower C, LLC ( Tower C ), a Nevada limited liability company, and Turnberry West Realty, Inc. ( Realty, and together with Towers, Tower B, and Tower C, Debtors ), a Nevada corporation, debtors-in-possession, each filed their Emergency Motion for Order Directing Joint Administration of Debtors Chapter Cases Under Federal Rule of Bankruptcy Procedure 0(b) (the Motion ) in their respective above-captioned bankruptcy cases. The Motion came on for hearing before the above-captioned Court and Debtors appeared by and through their proposed counsel, the law firm of, and all other appearances were noted on the record. The Court reviewed the Motion and the other pleadings and papers on file and heard and considered the argument of counsel at the hearing on the Motion. It appearing that notice and an opportunity for a hearing on this Motion has been given and is appropriate under the circumstances surrounding these Chapter Cases and that no other or further notice need be given; and it appearing that the Court has jurisdiction over this matter pursuant to U.S.C. and ; and it appearing that this matter is a core proceeding within the meaning of U.S.C. (b)(); and it appearing that venue in this judicial district is proper pursuant to U.S.C. 0 and 0; and it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and other parties in interest; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED as follows:. That pursuant to Bankruptcy Rule 0(b) the Motion is granted in its entirety.. Each of the Chapter Cases are consolidated for procedural purposes only and shall be jointly administered in accordance with Bankruptcy Rule 0(b). All undefined, capitalized terms shall have the meaning ascribed to them in the Motion. 0 White Drive, Ste. 00 Las Vegas, NV () -000 TURNBERRY/ORD Jt. Admin
Case -0-abl Doc - Entered 0/0/ :: Page of 0 0-0-abl.. The Chapter Cases shall be jointly administered by this Court under Case No.. The caption of the jointly administered Chapter Cases shall read as set forth on Exhibit attached hereto.. A docket entry shall be made on the docket of the Tower B Debtor and Tower C Debtor, substantially as follows: An Order has been entered pursuant to Rule 0(b) of the Federal Rules of Bankruptcy Procedure directing joint administration of Turnberry/MGM Grand Towers, LLC Turnberry/MGM Grand Tower B, LLC, and Turnberry/MGM Grand Tower C, LLC s Chapter Cases. The docket in Case No. -0-abl should be consulted for all matters affecting this case. All further pleadings, motions, and other papers shall be filed in, and all further docket entries shall be made in, Case No. -0-abl.. The Debtors shall maintain one consolidated docket, service list, and file, which shall be kept by the Clerk of the United States Bankruptcy Court for the District of Nevada.. Neither the Motion nor this Order shall be construed as affecting a substantive consolidation of the Debtors Chapter Cases.. This Order shall be effective and enforceable immediately upon its entry.. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. IT IS SO ORDERED. PREPARED AND SUBMITTED: GARMAN TURNER GORDON BY: /S/ TERESA M. PILATOWICZ GREGORY E. GARMAN, ESQ. TALITHA GRAY KOZLOWSKI, ESQ. TERESA M. PILATOWICZ, ESQ. [Proposed] Attorneys for Debtors 0 White Drive, Ste. 00 Las Vegas, NV () -000 TURNBERRY/ORD Jt. Admin
Case -0-abl Doc - Entered 0/0/ :: Page of Exhibit 0 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA 0 In re: TURNBERRY/MGM GRAND TOWERS, LLC, TURNBERRY/MGM GRAND TOWER B, LLC, TURNBERRY/MGM GRAND TOWER C, LLC Case No.: - Chapter JOINTLY ADMINISTERED UNDER CASE NO.: -0-abl Case No.: - Chapter Case No.: -0-abl Chapter Date: Time: 0 White Drive, Ste. 00 Las Vegas, NV () -000 TURNBERRY/ORD Jt. Admin