• Embed Doc
  • Copy Link
  • Readcast
  • Collections
  • CommentGo Back
Download
 
Hearing Date and Time: July 28, 2009 at 11:00 a.m.Objection Deadline: July 22, 2009 at 4:00 p.m.
US_ACTIVE-101985836.5-HJAHN 7/22/09 3:21 PM
Mark D. Silverschotz, Esq.Han J. Ahn, Esq.
R
EED
S
MITH LLP
 
599 Lexington AvenueNew York, NY 10022Tel: (212) 521-5400Fax: (212) 521-5450andClaudia Z. Springer, Esq.
R
EED
S
MITH LLP
 
2500 One Liberty Place1650 Market StreetPhiladelphia, PA 19103-7301Tel: (215) 851-8100Fax: (215) 851-1420
 Attorneys for The Northwestern Mutual Life Insurance Company
UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK---------------------------------------------------------------x
:In re : Chapter 11:General Growth Properties, Inc., et al., : Case No. 09-11977 (ALG): (Jointly Administered)Debtors. ::
---------------------------------------------------------------xLIMITED OBJECTION OF THE NORTHWESTERN MUTUAL LIFE INSURANCECOMPANY TO DEBTORS’ MOTION PURSUANT TO SECTION 1121(d) OF THEBANKRUPTCY CODE REQUESTING EXTENSION OF EXCLUSIVE PERIODS FORTHE FILING OF A CHAPTER 11 PLAN AND SOLICITATION OF ACCEPTANCES
The Northwestern Mutual Life Insurance Company (“Northwestern”), by and through itsundersigned counsel, Reed Smith LLP, hereby files its limited objection (the “LimitedObjection”) to the Debtors’ Motion Pursuant to Section 1121(d) of the Bankruptcy CodeRequesting Extension of Exclusive Period for the Filing of a Chapter 11 Plan and Solicitation of 
¿0ñ{3m)'6,X½
0911977090722000000000012
 
- 2 -Acceptances Thereto (Docket No. 945) (the “Extension Motion”), and respectfully represents asfollows:
SUMMARY OF OBJECTION
By their Extension Motion, Debtors seek an across-the-board, six-month extension of their exclusive filing and solicitation periods. However, such a request is excessive, especially inlight of the fact that the two Debtors to which Northwestern made loans are essentiallyuncomplicated, single asset real estate entities. Moreover, these property level Debtors have hadand will have substantial opportunity to negotiate extensions of their loans, rendering a half-yearexclusivity extension all the more unnecessary.
PROCEDURAL BACKGROUND
1.
 
On April 16, 2009 (the “Petition Date”), the above-captioned Debtors(collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of theUnited States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for theSouthern District of New York.2.
 
The Debtors’ current exclusive plan filing and acceptance solicitation periods (the“Exclusive Periods”) under section 1121(b) of the Bankruptcy Code run through August 14,2009 and October 13, 2009, respectively.3.
 
On July 2, 2009, Debtors filed the Extension Motion, wherein they seek to extendthe Exclusive Periods during which Debtors may file chapter 11 plans and solicit acceptancesthereof through and including February 26, 2010 and April 23, 2010, respectively.
THE NORTHWESTERN LOANS
 4.
 
Northwestern is the secured lender of two of the Debtors, Rouse SI ShoppingCenter, LLC (“Rouse LLC”) and Lansing Mall Limited Partnership (“Lansing LP” and together
 
- 3 -with Rouse LLC, the “Northwestern Debtors”) under four separate loans. Pursuant to variousloan documents, Northwestern holds a first priority perfected mortgage lien on certain realproperty known as the Staten Island Mall and the Lansing Mall (collectively, the “NorthwesternReal Property Collateral”) and a security interest in certain personal property of theNorthwestern Debtors, including certain rents and other cash generated by the NorthwesternDebtors, which cash comprises part of the Debtors’ cash collateral.
1
 5.
 
Pursuant to an assignment, on or about September 27, 1995, Northwesternbecame the holder of certain loans originally made by Simall Funding Company to Rouse SIShopping Center, Inc. (“Rouse Inc. Borrower”), the predecessor to Rouse LLC, in the aggregateprincipal amount of $87,300,000.00 (the “First Staten Island Loan”). The First Staten IslandLoan is secured by real property known as the Staten Island Mall which is situated in StatenIsland, New York and is described more fully in the First Staten Island Mortgage, as well as thepersonal property owned by Rouse Inc. Borrower (collectively, the “Staten Island Collateral”).On or about May 24, 2002, Rouse LLC assumed the obligations of Rouse Inc. Borrower underthe First Staten Island Loan pursuant to that certain Modification of Restatement andConsolidation of Mortgages and Security Agreements (the “First Staten Island Modification”).6.
 
On or about December 15, 2003, Northwestern made a loan to Rouse LLC in theoriginal aggregate principal amount of $85,000,000 (the “Second Staten Island Loan”). TheSecond Staten Island Loan is secured by perfected liens on and security interests in the Staten
1
The loans underlying the Rouse LLC and Lansing LP properties are more fully described in the Reservation of Rights and Response to Debtors’ Motion Requesting (I) Entry of (A) Interim and Final Orders (1) Authorizing theDebtors’ Use of Cash Collateral and Granting Adequate Protection Therefor Pursuant to Sections 361 and 363 of theBankruptcy Code and Bankruptcy Rule 4001, and (2) Modifying the Automatic Stay, and (B) A Final OrderAuthorizing Borrowing With Priority Over Administrative Expenses and Secured By Liens on Property of TheEstates Pursuant to Section 364(c) of the Bankruptcy Code, and (II) Scheduling a Final Hearing on Each RequestedFinal Orders (Docket No. 428), filed by Northwestern on or about May 7, 2009.
of 00

Leave a Comment

You must be to leave a comment.
Submit
Characters: ...
You must be to leave a comment.
Submit
Characters: ...