Case 08-37031-rld11 Doc 6 Filed 12/22/08
1 Susan S. Ford, OSB No. 84220
Thomas W. Stilley, OSB No. 88316
2 SUSSMAN SHANK LLP
1000 SW Broadway, Suite 1400
3 Portland, OR 97205-3089
Telephone: (503) 227-1111
4 Facsimile: (503) 248-0130
E-Mail: susanf@sussmanshank.com
5 tom@sussmanshank.com
6 Proposed Attorneys for Debtor in Possession
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9 IN THE UNITED STATES BANKRUPTCY COURT
10 DISTRICT OF OREGON
11 In re )
) Case No. 08-37031-rld11
12 Summit Accommodators, Inc., an Oregon )
corporation, dba Summit 1031 Exchange, ) APPLICATION OF DEBTOR FOR
13 ) AUTHORITY TO EMPLOY FINANCIAL
Debtor. ) CONSULTANT (Obsidian Finance
14 ) Group, LLC)
)
15 )
16 Pursuant to 11 USC § 327 and Bankruptcy Rule 2014, Summit Accommodators,
17 Inc., an Oregon corporation, dba Summit 1031 Exchange (“Debtor”), makes application
18 to the Court for authority to employ Obsidian Finance Group, LLC (Obsidian”) as its
19 financial consultant to provide professional services in connection with the
20 administration of this case. In support of this Application, Debtor states the following:
21 1. On December 19, 2008 (the “Petition Date”), Debtor filed a Voluntary
22 Petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the District of
23 Oregon.
24 2. Debtor wishes to employ Obsidian as its financial consultant in this case.
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Page 1 of 3 - APPLICATION OF DEBTOR FOR AUTHORITY TO EMPLOY
FINANCIAL CONSULTANT (Obsidian Finance Group, LLC)
SUSSMAN SHANK LLP, ATTORNEYS AT LAW
1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089
TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130
Case 08-37031-rld11 Doc 6 Filed 12/22/08
1 3. Debtor has selected Obsidian because of its experience and knowledge in
2 financial restructuring, investment banking, complex tax issues, and real estate matters,
3 and believes that Obsidian is well qualified to provide services that will be beneficial to
4 the estate in this case.
5 4. Debtor has elected to engage Obsidian to perform an analysis of its
6 financial situation and provide critical advice to the Debtor and its management on the
7 prospects for a successful reorganization and payment of claims in this case, with such
8 engagement to be effective as of the Petition Date.
9 5. Obsidian has indicated its willingness to serve as financial consultant for
10 the Debtor and to follow the directions of Debtor regarding the scope of Obsidian’s
11 activities on its behalf, and to receive compensation for professional services rendered
12 and expenses incurred in accordance with the provisions of Sections 328, 330, and 331
13 of the Bankruptcy Code, and pursuant to the Letter of Engagement attached hereto as
14 Exhibit A (the “Agreement”).
15 6. To the best of Debtor’s knowledge, Obsidian has no connection with the
16 Debtor, the creditors, any other party-in-interest, their respective attorneys and
17 accountants, the United States Trustee, or any person employed in the office of the
18 United States Trustee, except as set forth in the Rule 2014 Verified Statement filed
19 herewith.
20 7. The proposed rates of compensation, subject to final Court approval, will
21 be Obsidian’s customary hourly rates in effect when the services are performed. The
22 current hourly rates are set forth as part of the Agreement and are subject to periodic
23 adjustment. Upon Obsidian’s completion of its initial analysis of the Debtor’s financial
24 situation, Obsidian may propose a fee structure other than a straight hourly rate, which
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Page 2 of 3 - APPLICATION OF DEBTOR FOR AUTHORITY TO EMPLOY
FINANCIAL CONSULTANT (Obsidian Finance Group, LLC)
SUSSMAN SHANK LLP, ATTORNEYS AT LAW
1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089
TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130
Case 08-37031-rld11 Doc 6 Filed 12/22/08
1 will be subject to notice and Court approval before any such alternative fee structure is
2 implemented.
3 WHEREFORE, Debtor prays that it be authorized to employ Obsidian as its
4 financial consultant in this case pursuant to the provisions of the Agreement and the
5 Bankruptcy Code.
6 SUMMIT ACCOMMODATORS, INC.
7
/s/ Tyrell B. Vance
8 By:_________________________________
Tyrell B. Vance, Manager
9 of Tyrell B. Vance LLC, Chief
Restructuring Officer
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11
12 PRESENTED BY:
13 SUSSMAN SHANK LLP
14 /s/ Susan S. Ford
____________________________________________
15 Susan S. Ford, OSB No. 84220
Thomas W. Stilley, OSB No. 88316
16 Proposed Attorneys for Debtor and
Debtor-In-Possession
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F:\CLIENTS\20304\002\PLEADINGS\P-APPLICATION TO EMPLOY (OBSIDIAN).DOC
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Page 3 of 3 - APPLICATION OF DEBTOR FOR AUTHORITY TO EMPLOY
FINANCIAL CONSULTANT (Obsidian Finance Group, LLC)
SUSSMAN SHANK LLP, ATTORNEYS AT LAW
1000 SW BROADWAY, SUITE 1400, PORTLAND, OREGON 97205-3089
TELEPHONE (503) 227-1111 | FACSIMILE (503) 248-0130
Case 08-37031-rld11 Doc 6 Filed 12/22/08
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Case 08-37031-rld11 Doc 6 Filed 12/22/08
UNITED STATES BANKRUPTCY COURT
DISTRICT OF OREGON
In re )
Summit Accommodators, Inc., an 08-37031-rld11
) Case No. ________________
Oregon corporation, dba Summit )
1031 Exchange, ) RULE 2014 VERIFIED STATEMENT
Debtor(s) ) FOR PROPOSED PROFESSIONAL
(OBSIDIAN FINANCIAL GROUP, LLC)
1. The applicant is not a creditor of the debtor except:
N/A
2. The applicant is not an equity security holder of the debtor.
3. The applicant is not a relative of the individual debtor.
4. The applicant is not a relative of a general partner of the debtor (whether the debtor is an individual,
corporation, or partnership).
5. The applicant is not a partnership in which the debtor (as an individual, corporation, or partnership)
is a general partner.
6. The applicant is not a general partner of the debtor (whether debtor is an individual, corporation, or
partnership).
7. The applicant is not a corporation of which the debtor is a director, officer, or person in control.
8. The applicant is not and was not, within two years before the date of the filing of the petition, a
director, officer, or employee of the debtor.
9. The applicant is not a person in control of the debtor.
10. The applicant is not a relative of a director, officer or person in control of the debtor.
11. The applicant is not the managing agent of the debtor.
12. The applicant is not and was not an investment banker for any outstanding security of the debtor;
has not been, within three years before the date of the filing of the petition, an investment banker
for a security of the debtor, or an attorney for such an investment banker in connection with the
offer, sale, or issuance of a security of the debtor; and is not and was not, within two years before
the date of the filing of the petition, a director, officer, or employee of such an investment banker.
13. The applicant has read 11 U.S.C. §101(14) and §327, and FRBP 2014(a); and the applicant’s firm
has no connections with the debtor(s), creditors, any party in interest, their respective attorneys and
accountants, the United States Trustee, or any person employed in the office of the United States
Trustee, or any District of Oregon Bankruptcy Judge, except as follows:
None.
14. The applicant has no interest materially adverse to the interest of the estate or of any class of
creditors or equity security holders.
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15. Describe details of all payments made to you by either the debtor or a third party for any services
rendered on the debtor's behalf within a year prior to filing of this case:
$100,000 retainer paid by Debtor for services to be rendered by applicant during the case.
16. The debtor has the following affiliates (as defined by 11 U.S.C. §101(2)). Please list and explain
the relationship between the debtor and the affiliate:
See attached Exhibit A.
17. The applicant is not an affiliate of the debtor.
18. Assuming any affiliate of the debtor is the debtor for purposes of statements 4-13, the statements
continue to be true except (list all circumstances under which proposed counsel or counsel's law
firm has represented any affiliate during the past 18 months; any position other than legal counsel
which proposed counsel holds in either the affiliate, including corporate officer, director, or
employee; and any amount owed by the affiliate to proposed counsel or its law firm at the time of
filing, and amounts paid within 18 months before filing):
None.
19. The applicant hereby acknowledges that he/she has a duty during the progress of the case to keep
the court informed of any change in the statement of facts which appear in this verified statement.
In the event that any such changes occur, the applicant immediately shall file with the court a
pleading to which the original verified statement filed with the court is attached and which describes,
by statement paragraph, those changes which have occurred.
THE FOLLOWING QUESTIONS NEED BE ANSWERED ONLY IF AFFILIATES HAVE BEEN LISTED
IN STATEMENT 16.
20. List the name of any affiliate which has ever filed bankruptcy, the filing date, and court where filed:
None.
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21. List the names of any affiliates which have guaranteed debt of the debtor or whose debt the debtor
has guaranteed. Also include the amount of the guarantee, the date of the guarantee, and whether
any security interest was given to secure the guarantee. Only name those guarantees now
outstanding or outstanding within the last 18 months:
Unknown at this time. If Court requires, applicant will investigate and supplement this answer as
information is obtained.
22. List the names of any affiliates which have a debtor-creditor relationship with the debtor. Also
include the amount and date of the loan, the amount of any repayments on the loan and the
security, if any. Only name those loans now outstanding or paid off within the last 18 months:
Inland Capital Corp. - Total debt owed to Debtor is approximately $13,706,557. Dates and amounts of
individual loans are unknown at this time, but are believed to have been made prior to 2007.
23. List any security interest in any property granted by the debtor to secure any debts of any affiliate
not covered in statements 20 and 21. List any security interest in any property granted by the
affiliate to secure any debts of the debtor not covered in statements 21 and 22. Also include the
collateral, the date and nature of the security interest, the name of the creditor to whom it was
granted, and the current balance of the underlying debt:
Unknown at this time. If Court requires, applicant will investigate and supplement this answer as
information is obtained.
24. List the name of any affiliate who is potentially a "responsible party" for unpaid taxes of the debtor
under 26 U.S.C. §6672:
Applicant is currently unaware of any affiliates that might be responsible for such taxes, if any.
I verify that the above statements are true to the extent of my present knowledge and belief.
OBSIDIAN FINANCIAL GROUP, LLC
/s/ Patty Whittington
________________________________
Applicant
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1 CERTIFICATE OF SERVICE
2 I, Janine E. Hume, declare as follows:
3 I am employed in the County of Multnomah, State of Oregon; I am over the age
4 of eighteen years and am not a party to this action; my business address is 1000 SW
5 Broadway, Suite 1400, Portland, Oregon 97205-3089, in said County and State.
6 I certify that on December 22, 2008, I served, via first class mail a full and
7 correct copy of the foregoing (1) APPLICATION OF DEBTOR FOR AUTHORITY TO
8 EMPLOY FINANCIAL CONSULTANT, and (2) RULE 2014 VERIFIED STATEMENT
9 FOR PROPOSED PROFESSIONAL (Obsidian Finance Group, LLC) to the parties of
10 record, addressed as follows:
11 None.
12 I also certify that on December 22, 2008, I determined from the United States
13 Bankruptcy Court for the District of Oregon's electronic case filing system that the
14 following parties will be served electronically via ECF:
15 • US Trustee, Portland USTPRegion18.PL.ECF@usdoj.gov
16 I swear under penalty of perjury that the foregoing is true and correct to the best
17 of my knowledge, information, and belief.
18 Dated: December 22, 2008.
19
20 /s/ Janine E. Hume
___________________________________________
21 Janine E. Hume, Legal Assistant
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F:\CLIENTS\19959\002\CERTIFICATE OF SERVICE INFO\CERTMASTER (LINDA).DOC
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Page 1 of 1 – CERTIFICATE OF SERVICE
SUSSMAN SHANK
Sussman Shank LLP
ATTORNEYS AT LAW
1000 SW BROADWAY, SUITE 1400
PORTLAND, OREGON 97205-3089
TELEPHONE (503) 227-1111