Billionaire John Paulson sought bankruptcy court protection for a real estate unit of his hedge fund after executives there were sued for alleged conflicts of interest in the asset sales of five bankrupt resorts.
The Paulson & Co. Inc. unit, MSR Hotels & Resorts Inc., owned Miami’s Doral golf course where Tiger Woods won his 76th PGA Tour event in March. MSR filed a Chapter 11 petition yesterday in U.S. Bankruptcy Court in New York seeking to sell its remaining assets, mostly trademarks related to three of the resorts, unencumbered by the lawsuits, according to the filing.
The Paulson executives, directors Michael Barr, Daniel Kamensky and Jonathan Shumaker, were sued April 9 in New York state court in Manhattan by lender Five Mile Capital Partners LLC, which accused them of failing to get the best price for intellectual property during the 2011 bankruptcy case of Doral and four other resorts. U.S. bankruptcy court protection prevents most litigation against a debtor from going forward.
“Five Mile began a scorched earth assault” on the directors and the real-estate investment trust at the center of the case, Daniel Kamensky, MSR Hotels’ treasurer and partner at a Paulson affiliate, said yesterday in an affidavit. The claims “have derailed what should have been an orderly sale and wind- down process.”
MSR said it intends to use the bankruptcy process to sell trademarks and other intellectual property for the Hawaii Grand Wailea Resort in Maui, the La Quinta Resort in California and the Arizona Biltmore Resort and Spa in Phoenix, according to yesterday’s bankruptcy filing.
Bankruptcy Filing
Armel Leslie, a spokesman for New York-based Paulson, declined to comment on MSR’s bankruptcy filing. A woman who answered the phone at Five Mile’s office in Stamford, Connecticut, declined to comment on the matter.
Five Mile, lender of a $50 million mezzanine loan to an affiliate of MSR, accused the executives in its lawsuit last month of “ignoring” the assets and taking steps to render them less valuable “before, during and after the bankruptcy,” according to the complaint.
As part of the 2011 bankruptcy of the resorts, Doral was sold to Donald Trump. The other four resorts were sold to Government of Singapore Investment Corp., a sovereign wealth fund that was a creditor, for a total of $1.5 billion.
To confirm the 2011 bankruptcy plan, U.S. Bankruptcy Judge Sean H. Lane overruled objections from Five Mile, which lost money when the resorts were sold to the Singapore entity.
Intellectual Property
The sales didn’t include the intellectual property for the resorts because it was held by MSR, which wasn’t in bankruptcy.
MSR Hotels is one of a related group of companies that owned and operated the resorts, and it separately owns resort trademarks, logos and copyrights, according to the Five Mile complaint.
According to the Five Mile complaint, Barr, Kamensky, Shumaker and a fourth defendant, Mohsin Meghji, were allegedly conflicted because they served as directors of MSR at the same time they were directors of subsidiary companies that owned the resort hotels.
Paulson, based in New York, said in April that the Five Mile lawsuit was “completely without factual basis or legal merit.”
In its bankruptcy filing yesterday, MSR listed debt of between $50 million and $100 million and assets valued at less than $1 million.
MSR filed a motion in bankruptcy court yesterday seeking to dismiss the lawsuit, saying the allegations “conflict with factual findings this court made in the Chapter 11 cases.”
MSR claims Five Mile filed the lawsuit last month as a way to get around findings against it in the 2011 bankruptcy case.
“Five Mile’s blatant gamesmanship should not be countenanced and its vexatious litigation should be stopped once and for all,” said MSR lawyer Paul Basta of Kirkland & Ellis LLP in the filing.
The company’s biggest creditor holding an unsecured claim is CNL Plaza Ltd., which seeks rent payments totaling $118.6 million, according to the bankruptcy filing.
The case is In re: MSR Hotels & Resorts Inc. 13-11512. U.S. Bankruptcy Court for the Southern District of New York.
