10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 1 of 10

Main Document

James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

FIXED/FLOATING DEBTORS MOTION (I) FOR EXPEDITED HEARING AND (II) TO SHORTEN NOTICE PERIOD WITH RESPECT TO FIXED/FLOATING DEBTORS MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING FIXED/FLOATING DEBTORS TO ENTER INTO SECOND AMENDED COMMITMENT LETTER, (B) APPROVING (I ) MODIFICATIONS TO FIXED/FLOATING PLAN AND CONFIRMATION ORDER AND (II) AMENDED NEW HOLDCO/MIDLAND COMMITMENT, AND (C) AUTHORIZING FIXED/FLOATING DEBTORS TO SETTLE ADVERSARY PROCEEDING UPON CONSUMMATION OF MODIFIED FIXED/FLOATING PLAN The Fixed/Floating Debtors, as debtors and debtors in possession (collectively, the Fixed/Floating Debtors), file this motion (this Motion to Shorten Time) for the entry of an order (the Order), substantially in the form attached hereto as Exhibit A, (a) scheduling

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 2 of 10

Main Document

the hearing to consider the Fixed/Floating Debtors Motion for Entry of an Order (a) Authorizing Fixed/Floating Debtors to Enter into Second Amended Commitment Agreement, (b) Approving (i) Modifications to Fixed/Floating Plan and Confirmation Order and (ii) Amended New Holdco/Midland Commitment, and (c) Authorizing Fixed/Floating Debtors to Settle Adversary Proceeding upon Consummation of Modified Fixed/Floating Plan (the Motion)1 for October 21, 2011 at 1:00 p.m. prevailing Eastern Time, (b) shortening the notice period for the Motion from 21 days to 2 days, and (c) establishing an objection deadline for the Motion of October 20, 2011 at 1:00 p.m. prevailing Eastern Time. In support of this Motion to Shorten Time, the Fixed/Floating Debtors respectfully state as follows: Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are Rule 2002(a) and Rule

9006(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). Relief Requested 4. Contemporaneously with filing this Motion to Shorten Time, the Fixed/Floating

Debtors are filing the Motion, which seeks entry of an order (i) authorizing the Fixed/Floating Debtors to enter into the Second Amended and Restated Binding Commitment Agreement Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA Trust

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 3 of 10

Main Document

(together with all exhibits thereto, the Second Amended Commitment Agreement), by and between Innkeepers USA Trust (solely on behalf of the Fixed/Floating Debtors), INK Acquisition LLC (INK I), INK Acquisition II LLC (INK II), INK Acquisition III LLC (INK III and together with INK I and INK II, New HoldCo), Cerberus Series Four Holdings, LLC (Cerberus), Chatham Lodging Trust (Chatham), Apollo Investment Corporation, Midland Loan Services, a division of PNC Bank, National Association (Midland), Lehman ALI Inc., and Five Mile Capital Partners LLC and its affiliates, Five Mile Capital II Pooling REIT LLC and its affiliates, and CRES Investment No. II, LP (collectively, Five Mile); (ii) approving the (a) modifications to the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, filed on June 29, 2011 [Docket No. 1799] (the Confirmed Fixed/Floating Plan and, as modified, the Modified Fixed/Floating Plan) and the Findings of Fact, Conclusions of Law, and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, entered on June 29, 2011 [Docket No. 1804] and (b) Amended and Restated Binding Commitment Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA Trust, by and between Cerberus, Chatham, New HoldCo, and Midland; and (iii) authorizing the Fixed/Floating Debtors to settle the adversary proceeding, Case No. 11-02557 (the Adversary Proceeding), upon consummation of the Modified Fixed/Floating Plan. By this Motion to Shorten Time, the Fixed/Floating Debtors seek to have the hearing date for the Motion established as October 21, 2011 at 1:00 p.m. prevailing Eastern Time and the related objection deadline established as October 20, 2011 at 1:00 p.m. prevailing Eastern Time. Background 5. On July 29, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The 3

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 4 of 10

Main Document

Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in the Chapter 11 Cases, and no committees have been appointed or designated. 6. On May 19, 2011, the Court entered an order approving the Debtors disclosure

statement and solicitation procedures [Docket No. 1441]. On June 29, 2011, the Court entered an order confirming the Debtors plan of reorganization [Docket No. 1804]. Basis for Relief 7. Bankruptcy Rule 2002(a)(2) provides for a 21-day notice period for parties in

interest for any proposed use, sale, or lease of property of the estate other than in the ordinary course of business, unless the court shortens the time or directs another method of giving notice. Ample cause exists to shorten the notice requirements in this case. First, as agreed between the parties, the Second Amended Commitment Agreement requires approval by the Court of the Motion no later than October 24, 2011. Requiring a 21-day notice period for the Motion would make approval within this timeframe impossible. Second, all parties with an interest in the relief requested in the Motion are also parties to the Second Amended Commitment Letter, and have agreed to its terms, including the requirement for Court approval no later than October 24, 2011. And the Fixed/Floating Debtors expect those parties will support entry of an order approving the Motion. As such, the typical 21-day notice requirement is unnecessary. Third, it is in the best interests of the estates to bring these Chapter 11 Cases to an expeditious conclusion. 8. For the reasons stated herein, the Fixed/Floating Debtors respectfully submit that

this Motion to Shorten Time is in the best interests of the Debtors estates, and should be approved. The Fixed/Floating Debtors relatedly request that the Court modify the notice 4

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 5 of 10

Main Document

requirements for the Motion so that the Fixed/Floating Debtors do not violate the requirements of Bankruptcy Rule 2002(a) and the Notice, Case Management, and Administrative Procedures [Docket No. 56]. Motion Practice 9. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this Motion. Accordingly, the Fixed/Floating Debtors submit that this Motion satisfies Local

Bankruptcy Rule 9013-1(a). Notice 10. the The Fixed/Floating Debtors have provided notice of this Motion consistent with Order [Docket No. 1804], which is available at

Confirmation

www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. The Debtors respectfully submit that no further notice is necessary. No Prior Request 11. court. No prior motion for the relief requested herein has been made to this or any other

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 6 of 10

Main Document

WHEREFORE, the Fixed/Floating Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper.

New York, New York Dated: October 19, 2011

/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 7 of 10

Main Document

EXHIBIT A Proposed Order

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 8 of 10

Main Document

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER GRANTING FIXED/FLOATING DEBTORS MOTION (I) FOR EXPEDITED HEARING AND (II) TO SHORTEN NOTICE PERIOD WITH RESPECT TO FIXED/FLOATING DEBTORS MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING FIXED/FLOATING DEBTORS TO ENTER INTO SECOND AMENDED COMMITMENT AGREEMENT, (B) APPROVING (I) MODIFICATIONS TO FIXED/FLOATING PLAN AND CONFIRMATION ORDER AND (II) AMENDED NEW HOLDCO/MIDLAND COMMITMENT, AND (C) AUTHORIZING FIXED/FLOATING DEBTORS TO SETTLE ADVERSARY PROCEEDING UPON CONSUMMATION OF MODIFIED FIXED/FLOATING PLAN 1 Upon the motion (the Motion to Shorten Time)2 of the Fixed/Floating Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (I) setting the hearing date to consider the Fixed/Floating Debtors Motion for Entry of an Order (i) Authorizing Fixed/Floating Debtors to Enter into Second Amended Commitment Agreement, (ii) Approving (a) Modifications to Fixed/Floating Plan and Confirmation Order and (b) Amended New Holdco/Midland Commitment, and (iii) Authorizing Fixed/Floating Debtors to Settle Adversary Proceeding upon Consummation of Modified Fixed/Floating Plan (the Motion) for October

The list of debtors in these Chapter 11 Cases (collectively, the Debtors) along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. Capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 9 of 10

Main Document

21, 2011 at 1:00 p.m. prevailing Eastern Time and the related objection deadline as October 20, 2011 at 1:00 p.m. prevailing Eastern Time and (II) shortening the notice requirements for the Motion; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion to Shorten Time is granted to the extent provided herein. The Motion shall be heard at a hearing scheduled for October 21, 2011 at 1:00

p.m. prevailing Eastern Time. 3. The objection deadline for the Motion shall be October 20, 2011 at 1:00 p.m.

prevailing Eastern Time. 4. 5. Notice of the Motion to Shorten Time shall be deemed good and sufficient. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 6. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 7. The Fixed/Floating Debtors are authorized to take all actions necessary to

effectuate the relief granted pursuant to this Order in accordance with the Motion to Shorten Time.

10-13800-scc

Doc 2170

Filed 10/19/11 Entered 10/19/11 13:22:39 Pg 10 of 10

Main Document

8.

This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

New York, New York Dated: October __, 2011 United States Bankruptcy Judge