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					                      UNITED STATES BANKRUPTCY COURT
                         MIDDLE DISTRICT OF FLORIDA
                               TAMPA DIVISION

In re:                                               Chapter 11

ODYSSEY PROPERTIES III, LLC,                Case No. 8:10-bk-18713-CPM
et al.,
                                            (Jointly Administered with cases
         Debtors.                           8:10-bk-18715-CPM; 8:10-bk-18718-CPM;
                                            8:10-bk-18719-CPM; 8:10-bk-18720-CPM;
                                            8:10-bk-18721-CPM; 8:10-bk-18723-CPM;
                                            8:10-bk-18725-CPM; 8:10-bk-18728-CPM;
                                            and 8:10-bk-18730-CPM)
                                     /

         DEBTORS’ JOINT CHAPTER 11 CASE MANAGEMENT SUMMARY

         Debtors, Odyssey Properties III, LLC, Odyssey (III) DP XI, LLC, Odyssey (III)

DP XVII, LLC, Century (III) DP III, LLC, Odyssey (III) DP III, LLC, Century/AG –

Avondale, LLC, Paradise Shoppes at Apollo Beach, LLC, CRF-Panther IX, LLC, GPP –

Cobb, LLC, and Walden Woods III, Ltd., as debtors and debtors in possession

(collectively, the “Debtors”), by and through their undersigned attorneys, pursuant to

Administrative Order FLMB-2009-1, hereby file their Joint Chapter 11 Case

Management Summary (the “Summary”). For their Summary, the Debtors state the

following:

                                      Introduction

         On August 2, 2010 (the “Petition Date”), each of the Debtors filed a Voluntary

Petition for Relief under Chapter 11 of Title 11 of the United States Code (the

“Bankruptcy Code”).




                                                                              Docket #23
                                  Case Management Items

        I.      Description of the Debtors’ Businesses

        The Debtors are engaged in the business of developing, owning, and operating

commercial properties, including anchored and unanchored retail centers, office

buildings, flex and warehouse space, and self-storage centers, primarily in central

Florida. They are affiliates of Century Realty Funds, Inc., which is part of the Century

Realty Funds Group (the “CRF Group”) of privately held companies. The CRF Group

has been in business since the 1970s and owns and manages commercial retail centers

and office buildings, self-storage facilities, over 1,000 residential apartment units, over

7,200 manufactured home and recreational vehicle spaces, and 18 skilled health care

facilities consisting of over 1,800 beds.

        One facet of the CRF Group’s operations is a group of entities doing business

under the umbrella of the “Odyssey” name – denominated, for example, “Odyssey

Operating Partnership, Ltd.”, “Odyssey Operating Partnership II, Ltd.”, “Odyssey

Residential, Inc.,” and so forth. The first of the Odyssey entities began doing business in

2005.    These Odyssey entities are engaged in the commercial real estate business and

collectively own and operate approximately sixty-two projects1 (each, including the

property owned by Walden Woods III, Ltd., is sometimes referred to herein as a

“Project”).    Each Project is owned by a separate, special purpose limited liability




1
 With the exception of Walden Woods III, Ltd, the Debtors are “Odyssey entities.” Walden Woods III,
Ltd. is part of the CRF Group.

                                                2
company or partnership. Each Project is encumbered by first mortgage secured debt. A

brief description of the business of each Debtor is set forth below:

        Odyssey Properties III, LLC: Odyssey Properties III, LLC (“Odyssey III”) was

formed in 2006 to acquire existing and develop new commercial properties. It currently

owns interests in approximately eleven special purpose entities that were formed to own

certain Projects. As further discussed below, Odyssey III initially funded the completion

of the Projects with Project-specific first mortgage loans from banks (often guaranteed by

one or more individuals or entities), with approximately $29 million in proceeds raised

through a private offering of notes by Odyssey III (the “Investor Notes”),2 and with the

proceeds of loans from the CRF Group. Additional funding has been provided by the

CRF Group over the past several years to permit continuation of interest payments on the

Investor Notes and to supplement cash flow in connection with operating expenses or

loan payments on Project loans.

        Four other Debtors, Odyssey (III) DP XI, LLC, Odyssey (III) DP XVII, LLC,

Century (III) DP III, LLC, and Odyssey (III) DP III, LLC, are wholly owned subsidiaries

of Odyssey III. Additionally, Odyssey III owns 35% of Century/AG-Avondale, LLC,

also a Debtor. Not all of the special purpose entities owned by Odyssey III have filed

Chapter 11 petitions at this time. In general, if Odyssey III and the specific Project-

owning entities have been able to make, during the course of out-of-court negotiations,

suitable arrangements with the mortgage holders on the underlying Project (or if such


2
 The other Odyssey entities also issued notes or raised capital to fund the Projects indirectly owned, in
whole or in part, by them. The CRF Group funded investments in Walden Woods III. Three different
Odyssey entities funded Century/AG-Avondale, LLC.
                                                   3
negotiations are ongoing), Odyssey III has elected at this time to avail itself of the

benefits of the existing workout arrangements and thus avoid the cost and expense of

seeking relief under Chapter 11 with respect to those entities.

       Odyssey (III) DP XI, LLC: Odyssey (III) DP XI, LLC owns and operates

Alexander Crossings, a 44,674 square foot retail and office complex also containing a

0.85 acre partially developed outparcel, located in Plant City, Florida. Alexander

Crossings is located at the intersection of Alexander Crossings and U.S. Highway 39, a

major retail hub of the city which is home to a Wal-Mart Supercenter Retail, Staples,

Publix Supermarket, Bealls, SweetBay Supermarket and Panera Bread, among others.

The shopping center’s current tenants include Watson Clinic, LLP, the Childrens Board

of Hillsborough County, Plant City Dental, Physician’s Weight Loss, and Plant City

Learning Center, among others:




       Odyssey (III) DP XVII, LLC: Odyssey (III) DP XVII, LLC owns St. Charles

Plaza, a 65,000 square foot retail shopping center which is anchored by a Publix

Supermarket. This plaza is located on the U.S. Highway 27 corridor between Davenport

and Haines City, Florida, and is located across from the Heart of Florida Hospital. In

addition to Publix, St. Charles Plaza is home to a Crispers restaurant, a Hair Cuttery hair



                                             4
salon, a Verizon Wireless store, a dentist’s office, an orthodontist’s office, and a

rehabilitation and wellness center, among others.




       Century (III) DP III, LLC and Odyssey (III) DP III, LLC: Century (III) DP

III, LLC and Odyssey (III) DP III, LLC each own fifty percent of Golfview Self Storage,

one of the newest self storage facilities in Lake Wales, Florida. Located on U.S.

Highway 60, Golfview offers both air-conditioned and non air-conditioned units, as well

as RV and boat parking. The Project features cylinder locks for all units, an electronic

gate at the access point of the center, resident managers and storage units ranging in size

from 5’ x 5’ to 10’ x 30’.

       Century/AG-Avondale, LLC:          Century/AG-Avondale, LLC owns Avondale

Marketplace and Avondale Estates, a multi-phase, mixed-use development which will

consist of four blocks of over 375,000 square feet of office and retail space, as well as

200 residential condominiums, located just outside of downtown Atlanta, Georgia. The

focus of a downtown redevelopment project, Avondale Marketplace features a Publix

Supermarket:




                                            5
       Paradise Shoppes at Apollo Beach, LLC: Paradise Shoppes at Apollo Beach,

LLC owns the Shoppes of Apollo Beach, a 107,614 square foot retail center located in

the fastest growing portion of Hillsborough County. This center is anchored by a Publix

Supermarket and is situated at the intersection of U.S. Highway 41 and Apollo Beach

Boulevard. Current tenants also include a Beef ‘O’ Brady’s restaurant, the Army Corps

of Engineers, Trustco Bank, Dollar General, Bank of America, Pinch A Penny and

Southbay Family Dentistry. This center serves the residents of waterfront developments

and communities such as Andalucía, Symphony Isles, and MiraBay:




       CRF-Panther IX, LLC: CRF-Panther IX, LLC owns the Century Town Center,

an approximately 100,000 square foot shopping center in Vero Beach, Florida, situated

adjacent to a Home Depot at the intersection of U.S. Highway 60 and 58th Avenue.

Century Town Center is located opposite the Indian River Mall, and sits in the main

corridor accessing Highway AIA and Interstate 95. Century Town Center represents the

final large retail development site granted development approval at this strategic

intersection.   Current tenants include Marshalls, Home Goods, Petco, Fujiyama

Steakhouse and an Olive Garden, among others:




                                          6
       GPP-Cobb, LLC: GPP-Cobb, LLC owns the Century Shoppes of Grove Park,

Georgia, a 30,600 square foot neighborhood retail center with frontage on Powder

Springs Road.     There is currently an approximately 1.32 acre outparcel ready for

development as well:




       Walden Woods III, Ltd:       Walden Woods III, Ltd. owns Walden Woods

South, a gated active retirement community located in Citrus County, Florida

approximately 45 miles north of Tampa. Amenities include large full service clubhouses

(with fitness room, billiards room, library, card room, and media room), heated

swimming pool with Jacuzzi, championship shuffleboard courts, and horseshoes:




       II.      Location of Debtors’ Operations and Whether Leased or Owned

       The Debtors’ principal office and mailing address is 500 South Florida Ave.,

Suite 700, Lakeland, Florida 33801. The Debtors, through affiliate companies, lease this
                                           7
space from the owner, Century Plaza, Ltd. The address for each Project, as well as the

owner of the Project, is as follows:

Project                 Location of Project        Owner/Debtor            Owner/Debtor
                                                   Entity                  Entity Address
Alexander Crossings     601 E. Alexander           Odyssey (III) DP XI,    500 South Florida
                        Street, Plant City,        LLC                     Ave., Suite 700,
                        Florida 33566                                      Lakeland, Florida
                                                                           33801
St. Charles Plaza       39857 US Hwy 27,           Odyssey (III) DP        500 South Florida
                        Haines City, Florida       XVII, LLC               Ave., Suite 700,
                        33834                                              Lakeland, Florida
                                                                           33801
Golfview Self           3249 State Road 60         Century (III) DP III,   500 South Florida
Storage                 East, Lake Wales,          LLC and Odyssey         Ave., Suite 700,
                        Florida 33898              (III) DP III, LLC       Lakeland, Florida
                                                                           33801
Shoppes of Apollo       6500 US Highway            Paradise Shoppes at     500 South Florida
Beach                   41, Apollo Beach,          Apollo Beach, LLC       Ave., Suite 700,
                        Florida 33572                                      Lakeland, Florida
                                                                           33801
Century Town            5945 20th Street,          CRF-Panther IX,         500 South Florida
Center                  Vero Beach, Florida        LLC                     Ave., Suite 700,
                        32966                                              Lakeland, Florida
                                                                           33801
Century Shoppes of      1812 Powder                GPP-Cobb, LLC           500 South Florida
Grove Park              Springs Road SW,                                   Ave., Suite 700,
                        Marietta, Georgia                                  Lakeland, Florida
                        30064                                              33801
Walden Woods            10522 S Pebbleshire        Walden Woods III,       500 South Florida
South                   Drive, Homosassa,          Ltd.                    Ave., Suite 700,
                        FL 34446                                           Lakeland, Florida
                                                                           33801
Avondale                North Avondale             Century/AG-             500 South Florida
                        Road, Avondale             Avondale, LLC           Ave., Suite 700,
                        Estates, Georgia                                   Lakeland, Florida
                        30002                                              33801




                                               8
           III.   Reasons for Filing Chapter 11

           The Debtors, for the most part, are current on monthly loan payments on the

underlying mortgages secured by the Projects, utilizing rental income and loans from the

CRF Group or Lawrence W. Maxwell, its chairman, to do so. The Debtors, however, are

faced with maturing loans or loans that have been declared in default, often on the basis

of technical or non-monetary defaults, and the Debtors lack the cash to pay the mortgages

in full.

           As discussed above, the Debtors are part of a larger family of non-debtor entities.

The Projects owned by the Debtors represent less than twenty percent of the overall

Odyssey enterprise. Beginning approximately one and a half years ago, the Debtors and

their non-debtor affiliates began approaching lenders in an attempt to be proactive and to

extend loan maturities and restructure the underlying mortgage debts. The response to

date by many of the secured lenders has been positive, with many lenders3 agreeing to

renewals, extensions or restructurings of loans.

           Absent such agreements, Chapter 11 remains the only, or at least the best, legal

vehicle to fairly restructure debts. These Chapter 11 cases seek to restructure debt owed

to a handful of the Odyssey or CRF Group institutional lenders, namely, Wells Fargo

Bank, National Association, successor by merger to Wachovia Bank, National

Association (“Wells Fargo”), Branch Banking & Trust Company, successor in interest to

Colonial Bank by asset acquisition from the Federal Deposit Insurance Corporation as

Receiver for Colonial Bank (“BB&T”), and Flagstar Bank, FSB, a federal savings bank

3
 Among the lenders holding significant loans from the Odyssey entities include SunTrust Bank, N.A.,
Wells Fargo, RBC Bank, and Bank Atlantic.
                                                   9
(“Flagstar”). These loans make up less than twenty percent (20%) of the total number of

loans in connection with all of the Odyssey Projects. The Debtors will in their plan

attempt to fairly treat the claims of creditors and may, in so doing, propose to eliminate

technical, non-monetary defaults, modify loan covenants, and extend the maturity of

loans.

         As noted above, as of the Petition Date, Odyssey III owed approximately $29

million to the holders of the Investor Notes (the “Noteholders”). The net proceeds of the

Investor Notes were invested in the Odyssey III Projects. The Investor Notes provide for

repayments to the Noteholders of their principal indebtedness over time, along with

interest accruing at a fixed rate of nine percent (9.0%). The Notes were issued pursuant

to an Indenture Agreement (the “Indenture”) dated as of November 1, 2006 by and

between Odyssey Properties III, LLC, CHC VII, Ltd., as guarantor, and Peter J. Munson

as indenture trustee for the Noteholders. The Investor Notes are guaranteed by CHC VII,

Ltd. up to the lesser of $10,000,000 or the aggregate balance of the Investment Notes. As

security for the Investment Notes, Odyssey III granted to the Noteholders a security

interest in its interests in the special purpose entities that it owns, as well as in its

accounts receivable and instruments. As part of the offering, certain affiliate entities

owned by Lawrence T. Maxwell and Lawrence W. Maxwell made a sponsor loan to

Odyssey III in an amount equal to 5% of the total capitalization, which is also secured

under the Indenture pro rata with the Notes. The Notes are currently in default for

nonpayment.




                                           10
       The declarations of default, and in some instances the filing of foreclosure or

collection actions, by BB&T and Wells Fargo, coupled with the need to restructure the

debt owed to the Noteholders, left the Debtors with no choice but to file chapter 11

petitions in an effort to preserve the value of the Projects through a restructuring of the

debt for the benefit of all creditors, including the Noteholders.

       The Debtors have filed a motion for authority to obtain debtor-in-possession

financing, pursuant to which the Debtors have requested authority to obtain debtor-in-

possession financing from OC Dip, LLC, a Florida limited liability company owned and

funded by the guarantors of the Debtors’ indebtedness to the Lenders. The guarantors

(“Guarantors”) of certain of the Debtors’ indebtedness are as follows: Lawrence T.

Maxwell, William D. Drost, Lawrence W. Maxwell, T&A Family Partnership, Anchor

Investment Corporation of Fla., and Century Realty Funds, Inc. The proceeds from

operations, coupled with the funds contributed by the Guarantors, should enable the

Debtors to successfully restructure their indebtedness and reorganize their businesses for

the benefit of their creditors and employees.




                                             11
       IV.     List of Officers and Directors and Their Salaries and Benefits at Time
               of Filing and During the One Year Prior to Filing

       The Debtors have never directly employed officers and directors. However,

during the year prior to filing, the Debtors were managed by affiliate entities which did

retain officers and directors as follows:

           Debtor Entity            Manager / General Partner
           Odyssey Properties       Odyssey Diversified Properties III, LLC
           III, LLC                 Officers:
                                    President: Lawrence T. Maxwell
                                    Vice-President: Jim D. Lee
                                    Vice-President: Charlie Boscarino
                                    Vice-President: William D. Drost
           Odyssey (III) DP XI,     Odyssey Diversified Properties III, LLC
           LLC                      Officers:
                                    President: Lawrence T. Maxwell
                                    Vice-President: Jim D. Lee
                                    Vice-President: Charlie Boscarino
                                    Vice-President: William D. Drost
           Odyssey (III) DP         Odyssey Diversified Properties III, LLC
           XVII, LLC                Officers:
                                    President: Lawrence T. Maxwell
                                    Vice-President: Jim D. Lee
                                    Vice-President: Charlie Boscarino
                                    Vice-President: William D. Drost
           Century (III) DP III,    Anchor Investment Corporation of Florida,
           LLC                      Inc.
                                    Officers:
                                    President: Lawrence T. Maxwell
                                    Vice-President: Jim D. Lee
                                    Vice-President: William D. Drost
                                    Treasurer: Benjamin D. E. Falk
                                    Assistant Treasurer: Kim Kelley
                                    Sole Director:
                                    Lawrence W. Maxwell
           Odyssey (III) DP III,    Odyssey Diversified Properties III, LLC
           LLC                      Officers:
                                    President: Lawrence T. Maxwell
                                    Vice-President: Jim D. Lee
                                    Vice-President: Charlie Boscarino
                                    Vice-President: William D. Drost
                                            12
Paradise Shoppes at   Odyssey Diversified Properties, Inc.
Apollo Beach, LLC     Officers:
                      Chairman: Lawrence W. Maxwell
                      President: Lawrence T. Maxwell
                      Vice-President: Jim D. Lee
                      Secretary/Treasurer: William D. Drost
                      Directors:
                      Lawrence W. Maxwell
                      Lawrence T. Maxwell
CRF-Panther IX,       Anchor Investment Corporation of Florida,
LLC                   Inc.
                      Officers:
                      President: Lawrence T. Maxwell
                      Vice-President: Jim D. Lee
                      Vice-President: William D. Drost
                      Treasurer: Benjamin D. E. Falk
                      Assistant Treasurer: Kim Kelley
                      Sole Director:
                      Lawrence W. Maxwell
GPP-Cobb, LLC         Odyssey Diversified Properties, Inc.
                      Officers:
                      Chairman: Lawrence W. Maxwell
                      President: Lawrence T. Maxwell
                      Vice-President: Jim D. Lee
                      Secretary/Treasurer: William D. Drost
                      Directors:
                      Lawrence W. Maxwell
                      Lawrence T. Maxwell




                              13
           Walden Woods III,         CRF Management Co., Inc. (through May
           Ltd.                      21, 2010)
                                     Officers:
                                     President: Lawrence W. Maxwell
                                     Vice-President: Jim D. Lee
                                     Vice-President: Mark E. Schreiber
                                     Vice-President: Charlie Boscarino
                                     Vice-President/Secretary/Treasurer:
                                        Benjamin D. E. Falk
                                     Assistant Treasurer: Kim Kelley
                                     Sole Director:
                                     Lawrence W. Maxwell

                                     Century Properties, LLC (May 21, 2010 –
                                     July 30, 2010)
                                     Manager:
                                     Lawrence W. Maxwell
           Century/AG-               Odyssey Diversified Properties III, LLC
           Avondale, LLC             Officers:
                                     President: Lawrence T. Maxwell
                                     Vice-President: Jim D. Lee
                                     Vice-President: Charlie Boscarino
                                     Vice-President: William D. Drost


        None of the above officers or directors received a salary, except for William D.

Drost who was paid a salary of $145,926 by Anchor Investment Corporation of Florida,

Inc. for the year prior to the Petition Date.




                                                14
       On July 30, 2010, each of the Debtors named the following entities as their

respective manager or general partner, as applicable, with the following officers:

            Debtor Entity            Manager / General Partner
            Odyssey Properties       OC Dip, LLC
            III, LLC                 Manager: Lawrence W. Maxwell
                                     Officers:
                                     President: Robert L. Madden
                                     CRO: William Maloney
                                     CFO: Benjamin D. E. Falk
            Odyssey (III) DP XI,     OC Dip, LLC
            LLC                      Manager: Lawrence W. Maxwell
                                     Officers:
                                     President: Robert L. Madden
                                     CRO: William Maloney
                                     CFO: Benjamin D. E. Falk
            Odyssey (III) DP         OC Dip, LLC
            XVII, LLC                Manager: Lawrence W. Maxwell
                                     Officers:
                                     President: Robert L. Madden
                                     CRO: William Maloney
                                     CFO: Benjamin D. E. Falk
            Century (III) DP III,    OC Dip, LLC
            LLC                      Manager: Lawrence W. Maxwell
                                     Officers:
                                     President: Robert L. Madden
                                     CRO: William Maloney
                                     CFO: Benjamin D. E. Falk
            Odyssey (III) DP III,    OC Dip, LLC
            LLC                      Manager: Lawrence W. Maxwell
                                     Officers:
                                     President: Robert L. Madden
                                     CRO: William Maloney
                                     CFO: Benjamin D. E. Falk
            Paradise Shoppes at      OC Dip, LLC
            Apollo Beach, LLC        Manager: Lawrence W. Maxwell
                                     Officers:
                                     President: Robert L. Madden
                                     CRO: William Maloney
                                     CFO: Benjamin D. E. Falk




                                            15
CRF-Panther IX,     OC Dip, LLC
LLC                 Manager: Lawrence W. Maxwell
                    Officers:
                    President: Robert L. Madden
                    CRO: William Maloney
                    CFO: Benjamin D. E. Falk
GPP-Cobb, LLC       OC Dip, LLC
                    Manager: Lawrence W. Maxwell
                    Officers:
                    President: Robert L. Madden
                    CRO: William Maloney
                    CFO: Benjamin D. E. Falk
Walden Woods III,   OC Dip Sub 1, LLC
Ltd.                Manager: Lawrence W. Maxwell
                    Officers:
                    President: Robert L. Madden
                    CRO: William Maloney
                    CFO: Benjamin D. E. Falk
Century/AG-         OC Dip, LLC
Avondale, LLC       Manager: Lawrence W. Maxwell
                    Officers:
                    President: Robert L. Madden
                    CRO: William Maloney
                    CFO: Benjamin D. E. Falk




                          16
        V.       Debtors’ Annual Gross Revenues

        For the year ended December 31, 2009, each of the Debtors’ unaudited income

statements reflected revenues as follows4:

                          Debtor Entity                Gross Revenues
                          Odyssey (III) DP XI,         $265,064.34
                          LLC
                          Odyssey (III) DP             $1,098,307.67
                          XVII, LLC
                          Century (III) DP III,        $102,067.39
                          LLC and Odyssey
                          (III) DP III, LLC
                          Paradise Shoppes at          $1,489,437.58
                          Apollo Beach, LLC
                          CRF-Panther IX,              $1,121,874.21
                          LLC
                          GPP-Cobb, LLC                $178,601.03

                          Walden Woods III,            $1,455,706.38
                          Ltd.
                          Century/AG-                  $206,275.58
                          Avondale, LLC


        VI.      Amounts Owed to Various Classes of Creditors

The debt structure for each of the Debtors may be summarized as follows:

        Odyssey Properties III, LLC.                     Odyssey III’s primary creditors are the

Noteholders who, as discussed above, are owed approximately $29 million as of the

Petition Date.




4
 Debtor, Odyssey Properties III, LLC, has not been included in this section as its gross revenues indirectly
consist of: (a) those generated from the Alexander Crossings Project, the St. Charles Plaza Project, the
Golfview Self Storage Project, as well as the Avondale Project, which Projects’ revenues are listed
separately above, as well as (b) seven (7) additional Projects which have not been included in these
bankruptcy filings.
                                                    17
           Odyssey (III) DP XI, LLC.             Odyssey (III) DP XI, LLC’s primary secured

creditor is BB&T, as successor in interest to Colonial Bank.                    BB&T asserts a first

priority lien on the real estate, improvements, leases, and rents relating to the Alexander

Crossings Project pursuant to a mortgage executed by CRF - Alexander Crossings, LLC

as security for a loan with a current approximate outstanding principal balance of

approximately $5.8 million. Although this loan matured July 1, 2009, Odyssey (III) DP

XI, LLC has continued to make the monthly payments to BB&T. Odyssey (III) DP XI,

LLC owes modest amounts in trade payables and affiliate loans, approximately $25,000

in accrued real estate taxes, approximately $234,000 for management fees and lease

commissions, $16,000 in deferred rental income and approximately $46,000 in the form

of tenant security deposits which are to be repaid to respective tenants at the expiration of

the lease terms.

           Odyssey (III) DP XVII, LLC. Odyssey (III) DP XVII, LLC’s primary secured

creditor is Wells Fargo, as successor in interest to Wachovia Bank. Wells Fargo asserts

a first priority lien on the real estate, improvements, leases and rents relating to the St.

Charles Plaza Project pursuant to mortgages executed by Holly Hills Partners, LLC5 and

CRF – Panther IV, LLC as security for loans with a total current approximate outstanding

principal balance of approximately $10.8 million. Further, Odyssey (III) DP XVII, LLC

owes modest amounts in trade payables, approximately $173,000 to affiliated companies

for repayment of loans and reimbursements, $51,000 in accrued real estate taxes,

approximately $118,000 for management fees and lease commissions, $20,000 in


5
    Holly Hills Partners, LLC changed its name to Odyssey (III) DP XVII, LLC.
                                                    18
deferred rental income and approximately $19,000 in the form of tenant security deposits

which are to be repaid to respective tenants at the expiration of the lease terms.

       Odyssey (III) DP III, LLC and Century (III) DP III, LLC. The primary

secured creditor of Odyssey (III) DP III, LLC and Century (III) DP III, LLC is BB&T, as

successor in interest to Colonial Bank. BB&T asserts a first priority lien on the Golfview

Self Storage Project pursuant to mortgages executed by Odyssey (III) DP III, LLC and

Century (III) DP III, LLC as security for loans with a total current approximate

outstanding principal balance of approximately $2.2 million.          Further, other claims

relating to the Golfview Self Storage Project are modest amounts in trade payables,

approximately $8,200 to affiliated companies for repayment of loans and reimbursements

for inventory costs, and approximately $29,000 in accrued real estate taxes.

       Century/AG-Avondale, LLC. Century/AG-Avondale, LLC’s primary secured

creditor is Flagstar. Flagstar asserts a first priority security interest in a portion of the

Avondale Project pursuant to a mortgage executed by Century/AG-Avondale, LLC as

security for a loan with a total current approximate outstanding principal balance of

approximately $7.8 million.      Additionally, there are various mechanic lien claims

asserted against Century/AG-Avondale, LLC and the Avondale Project in the aggregate

amount of approximately $2 million. There are 2009 real estate taxes due and owing on

two (2) parcels in the Avondale Project in the approximate amount of $1,500. Ruth

McCann asserts a secured claim in the approximate amount of $500,000 arising from

owner financing that she extended for the purchase of a portion of the Avondale Project.

Jonathon Belcher, City of Avondale Estates, and Parke and Bonnie Kallenberg assert


                                             19
claims of approximately $1.2 million in the aggregate based on alleged defaults under

purchase agreements.

           Paradise Shoppes at Apollo Beach, LLC. Paradise Shoppes at Apollo Beach,

LLC’s primary secured creditor is Wells Fargo Bank, as successor in interest to

Wachovia Bank. Wells Fargo asserts a first priority lien on the Shoppes of Apollo Beach

Project pursuant to a mortgage executed by Paradise Shoppes at Apollo Beach, Ltd.6 as

security for a loan with a total current approximate outstanding principal balance of $12.8

million. Although this loan matured on July 10, 2009, Paradise Shoppes at Apollo

Beach, LLC continued making, and Wells Fargo continued accepting, monthly interest

payments without declaring the loan in default.                 Wells Fargo refused to renew or

restructure the loan and formally declared the loan in default in June of 2010.

Additionally, Paradise Shoppes at Apollo Beach, LLC owes approximately $100,000 in

accrued real estate taxes, approximately $517,000 in management fees, acquisition fees,

lease commissions and sales tax, $61,000 in deferred rental income, and $57,000 in the

form of tenant security deposits which are to be repaid to respective tenants at the

expiration of the lease terms.

           CRF-Panther IX, LLC. CRF-Panther IX, LLC’s primary secured creditor is

Wells Fargo Bank, as successor in interest to Wachovia Bank. Wells Fargo asserts a first

priority lien on the Century Town Center Project pursuant to mortgages executed by

CRF-Panther IX, LLC as security for loans with a total aggregate current approximate

outstanding principal balance of $18.6 million. Additionally, CRF-Panther IX, LLC


6
    This entity subsequently merged into Paradise Shoppes at Apollo Beach, LLC.
                                                    20
owes approximately $55,000 in trade payables, $66,000 to an affiliated company for

repayment of a cash advance, approximately $2,800 in past due 2009 real estate taxes,

$67,000 in accrued real estate taxes, $154,000 in management fees and lease

commissions, $42,000 in deferred rental income, and $38,000 in the form of tenant

security deposits which are to be repaid to respective tenants at the expiration of the lease

terms.

         GPP-Cobb, LLC. GPP-Cobb, LLC’s primary secured creditor is Wells Fargo

Bank, as successor in interest to Wachovia Bank. Wells Fargo asserts a first priority lien

on the Century Shoppes of Grove Park Project pursuant to a mortgage executed by CRF-

Panther IX, LLC as security for a loan with a total current approximate outstanding

principal balance of $4 million. In addition, GPP-Cobb, LLC owes approximately

$12,400 to trade creditors and to affiliated companies, $14,130 in accrued real estate

taxes, $8,000 in management fees, $8,000 in deferred rental income, and $13,500 in the

form of tenant security deposits which are to be repaid to respective tenants at the

expiration of the lease terms.

         Walden Woods III, Ltd. Walden Woods III, Ltd’s primary secured creditor is

Wells Fargo Bank, as successor in interest to Wachovia Bank. Wells Fargo asserts a first

priority lien on the Walden Woods South Project pursuant to a mortgage executed by

Walden Woods III, Ltd as security for a loan with a total current approximate outstanding

principal balance of $7,000,000.      Additionally, Walden Woods owes approximately

$17,000 in trade payables, $690,000 to affiliate companies, $26,600 in accrued real estate

taxes and $7,500 in deferred rental income.


                                              21
           A summary of the secured indebtedness is as follows:

                                                                                                 Amount
           Debtor                            Lender                       Collateral
                                                                                               Outstanding7
                                                                    Real estate,
                                                                    improvements,
                                                                    rents and leases
                                   Branch Banking & Trust           relating to the
Odyssey (III) DP XI, LLC           Company
                                                                                               $ 5,875,219
                                                                    Project, as further
                                                                    described in the
                                                                    applicable security
                                                                    documents
                                                                    Real estate,
                                                                    improvements,
                                                                    rents and leases
Odyssey (III) DP XVII,                                              relating to the
                                   Wells Fargo Bank                                            $10,782,171
LLC                                                                 Project, as further
                                                                    described in the
                                                                    applicable security
                                                                    documents
                                                                    Real estate,
                                                                    improvements,
                                                                    rents and leases
Century (III) DP III, LLC;         Branch Banking & Trust           relating to the
                                   Company
                                                                                               $ 2,239,466
Odyssey (III) DP III, LLC                                           Project, as further
                                                                    described in the
                                                                    applicable security
                                                                    documents
                                                                    Real estate,
                                                                    improvements,
                                                                    rents and leases
Paradise Shoppes at Apollo                                          relating to the
                                   Wells Fargo Bank                                            $12,828,860
Beach, LLC                                                          Project, as further
                                                                    described in the
                                                                    applicable security
                                                                    documents




   7
    The amounts in this column are approximate amounts and the Debtors reserve all rights with respect to the
   validity and amount of the claims.
                                                      22
                                                                                  Amount
         Debtor                       Lender                  Collateral
                                                                                Outstanding7
                                                         Real estate,
                                                         improvements,
                                                         rents and leases
                                                         relating to the
CRF-Panther IX, LLC          Wells Fargo Bank                                  $18,662,481
                                                         Project, as further
                                                         described in the
                                                         applicable security
                                                         documents
                                                         Real estate,
                                                         improvements,
                                                         rents and leases
                                                         relating to the
GPP-Cobb, LLC                Wells Fargo Bank                                  $ 3,989,047
                                                         Project, as further
                                                         described in the
                                                         applicable security
                                                         documents
                                                         Real estate,
                                                         improvements,
                                                         rents and leases
                                                         relating to the
Walden Woods III, Ltd.       Wells Fargo Bank                                   $ 7,000,000
                                                         Project, as further
                                                         described in the
                                                         applicable security
                                                         documents
                                                         Real estate,
                                                         improvements,
                                                         rents and leases
Century/AG-Avondale,                                     relating to the
                             Flagstar Bank                                      $ 7,830,093
LLC                                                      Project, as further
                                                         described in the
                                                         applicable security
                                                         documents


          VII.    General Description and Approximate Value of the Debtors’ Current
                  and Fixed Assets

          Odyssey III’s assets consist of, with respect to the Debtor entities, one hundred

   percent (100%) ownership interests in Odyssey (III) DP XI, LLC, Odyssey (III) DP

   XVII, LLC, Century (III) DP III, LLC and Odyssey (III) DP III, LLC, as well as a thirty
                                             23
five percent (35%) ownership interest in Century/AG-Avondale, LLC.            In addition,

Odyssey III has equity interests in non-Debtor entities which also develop and operate

additional Projects. The book value at this time of Odyssey III’s assets is unknown.

       The assets of each of the other Debtors are made up primarily of the real estate

and improvements thereon which make up the respective Projects, summarized as

follows:

       Odyssey (III) DP XI, LLC. The cost basis, before depreciation, of the land,

buildings and improvements which make up the Alexander Crossings Project is

approximately $7 million as of the Petition Date.

       Odyssey (III) DP XVII, LLC. The cost basis, before depreciation, of the land,

buildings and improvements which make up the St. Charles Plaza Project is

approximately $12.5 million as of the Petition Date.

       Century (III) DP III, LLC and Odyssey (III) DP III, LLC. The cost basis,

before depreciation, of the land, buildings and improvements which make up the

Golfview Self Storage Project is approximately $2.7 million as of the Petition Date.

       Century/AG-Avondale, LLC. The cost basis, before depreciation, of the land,

buildings, improvements, furniture and fixtures which make up the Avondale Project is

approximately $23.4 million as of the Petition Date.

       Shoppes at Apollo Beach, LLC. The cost basis, before depreciation, of the land

and buildings which make up the Shoppes at Apollo Beach Project is approximately $15

million as of the Petition Date.




                                           24
       CRF-Panther IX, LLC.          The cost basis, before depreciation, of the land,

building, signage and improvements which make up the Century Town Center Project is

approximately $22.2 million as of the Petition Date.

       GPP-Cobb, LLC. The cost basis, before depreciation, of the land, buildings and

improvements which make up the Century Shoppes of Grove Park Project is

approximately $6.4 million as of the Petition Date.

       Walden Woods III, Ltd.         The cost basis, before depreciation, of the land,

building and improvements, sewer plant, furniture and fixtures which make up the

Walden Woods South Project is approximately $8 million as of the Petition Date. Walden

Woods III, Ltd. also owns mobile home inventory worth approximately $224,000 at book

value as of the Petition Date.

       VIII.   Number of Employees and Amount of Wages Owed as of Petition
               Date

       As of the Petition Date, the Debtors utilized approximately eighteen (18) total

employees, all of which are provided through affiliate professional employer

organizations and who perform work at the Projects or on their behalf. There were no

unpaid wages or related obligations owed as of the Petition Date.

       IX.     Status of Debtors’ Payroll and Sales Tax Obligations

       As discussed above, there were no unpaid payroll tax obligations as of the Petition

Date. As of the Petition Date, the Debtors are current with regard to all pre-petition sales

taxes owed to the Florida Department of Revenue and will continue to pay those taxes as

they become due. In addition, no current ad valorem real property taxes or tangible

personal property taxes were owed as of the Petition Date.
                                            25
       X.      Anticipated Emergency Relief Within 14 Days of Petition Date

       The Debtors have filed or anticipate filing the following motions requesting

emergency relief within 14 days of the Petition Date:

       1.      Motion to jointly administer the Debtors’ cases;

       2.      Application to employ Stichter, Riedel, Blain & Prosser, P.A. as counsel;

       3.      Motion to prohibit utility companies from terminating, altering, or

refusing service;

       4.      Motion for approval of post-petition financing;

       5.      Motion for authorization to use cash collateral;

       6.      Motion to approve management agreements with Century Asset

Management, Inc.; and

       7.      Application to employ Bill Maloney as CRO.

       WHEREFORE, the Debtors respectfully submit this as their Joint Case

Management Summary.

       Dated this 5th day of August, 2010.

                                           /s/ B. Michael Bachman, Jr.
                                         Harley E. Riedel (Fla. Bar # 183628)
                                         Edward J. Peterson, III (Fla. Bar # 0014612)
                                         B. Michael Bachman, Jr. (Fla. Bar # 0014139)
                                         Stichter Riedel Blain & Prosser, P.A.
                                         110 East Madison Street, Suite 200
                                         Tampa, Florida 33602
                                         (813) 229-0144 – Phone
                                         (813) 229-1811 – Fax
                                         hriedel@srbp.com
                                         epeterson@srbp.com
                                         mbachman@srbp.com
                                         Attorneys for Debtors


                                             26
                           CERTIFICATE OF SERVICE

       I HEREBY CERTIFY that a true and correct of the foregoing Debtors’ Joint

Chapter 11 Case Management Summary has been furnished on this 5th day of August,

2010, by either the Court’s CM/ECF electronic mail system or by U.S. Mail to:

       Office of the United States Trustee


                                               /s/ B. Michael Bachman, Jr.
                                             B. Michael Bachman, Jr.
                                             Florida Bar No. 0014139




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