Times Square Crowne Plaza’s amended disclosure statement approved

By Sarah Lizee

Olympia, Wash., Feb. 3 – Times Square JV LLC received approval of an amended disclosure statement for its Chapter 11 plan of reorganization on Friday, according to an order filed with the U.S. Bankruptcy Court for the Southern District of New York.

The basis for the disclosure statement is a restructuring support agreement entered into near the time of filing between the debtors, prepetition lender 1605 Broadway LLC and consenting stakeholders Vornado Capital Partners LP and Vornado Capital Partners Parallel, LP.

Lender 1605 Broadway is permitting Times Square access to its cash collateral on a consensual basis and has agreed to provide post-petition financing so that the debtors can pursue either a sale of its New York mixed-use property or a restructuring.

Should there be a restructuring, the mortgage lender would receive, among other things, all of the equity of the reorganized debtors. If a payout event occurs, the lender will be paid in cash in full or receive other treatment as agreed between the debtors and lender.

According to the amended disclosure statement, holders of the class 3a mortgage lender secured claims will receive, if a payout event occurs, a pro rata share of the mortgage lender secured cash payment. If a payout event doesn’t occur, holders will receive a pro rata share, together with holders of DIP claims, of the reorganized equity interests.

Class 3b mortgage lender claims will be canceled with no distribution.

Holders of class 3c mortgage lender claims will receive, if a payout event occurs, a pro rata share of the mortgage lender secured cash payment. If a payout event doesn’t occur, holders will receive a portion of the exit facility in an amount equal to the outstanding obligations of 1601 Broadway Owner LLC under the Walber Parcel mortgage loan.

Holders of class 4a ongoing trade claims will receive, if a payout event occurs, a pro rata share of the net sale proceeds at Times Square JV. If a payout event doesn’t occur, holders will receive 50% of their pro rata share of the Times Square JV ongoing trade claim cash pool, and the right to payment of the remaining 50% no later than six months after the effective date.

Holders of class 4b ongoing trade claims will receive, if a payout event occurs, their pro rata share of (together with holders of class 5b claims) of net sale proceeds at CPTS Hotel Lessee LLC. If a payout event doesn’t occur, holders will receive 50% of their pro rata share of the CPTS ongoing trade claim cash pool and the right to payment of the remaining 50% no later than six months after the effective date.

Holders of class 4c claims will receive, if a payout event occurs, a pro rata share of the net sale proceeds at the applicable 1601 Broadway entity. If a payout event doesn’t occur, holders will receive 50% of their pro rata share of the 1601 Broadway ongoing trade claim cash pool, and the right to payment of the remaining 50% no later than six months after the effective date.

Holders of class 5a other unsecured claims will receive, if a payout event occurs, a pro rata share of the net sale proceeds at TSJV. If no payout event occurs, they’ll receive nothing.

Holders of class 5b other unsecured claims will receive, if a payout even occurs, a pro rata share of the net sale proceeds at CPTS. If no payout event occurs, they will receive nothing.

Holders of class 5c other unsecured claims, if a payout event occurs, a pro rata share of net sale proceeds at the applicable 1601 Broadway entity. If no payout event occurs, they will receive no distribution.

Administrative expense and priority tax claims will be paid in full.

Other priority claims and other secured claims are unimpaired.

Intercompany interests will be either unimpaired or impaired, based on the claim.

And, equity interests will be extinguished.

The confirmation hearing is scheduled for March 16.

Objections and votes are due by 4 p.m. ET on March 9.

In terms of voting rights, mortgage lender secured claimants, ongoing trade claimants and other unsecured claimants are being solicited to vote on the plan.

Times Square JV owns the Crowne Plaza hotel in Times Square in New York. The company filed Chapter 11 bankruptcy on Dec. 28 under case filing number 22-11715.

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