UNITED STATES BANKRUPTCY COURT Miami Division MIAMI ... · miami international medical center, llc1 case no. 18-12741-lmi d/b/a the miami medical center, chapter 11 debtor. / debtor’s

1 LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A.

3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

Miami Division www.flsb.uscourts.gov

In re: MIAMI INTERNATIONAL MEDICAL CENTER, LLC1 Case No. 18-12741-LMI d/b/a THE MIAMI MEDICAL CENTER, Chapter 11 Debtor. /

DEBTOR’S MOTION PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE FOR AN EXTENSION OF EXCLUSIVE RIGHT TO FILE A PLAN

OF REORGANIZATION AND TO SOLICIT ACCEPTANCES

Miami International Medical Center, LLC d/b/a The Miami Medical Center (the

“Debtor”), by and through undersigned counsel, pursuant to 11 U.S.C. § 1121(d), seeks the entry

of an order granting the Debtor a sixty (60) day extension of its exclusive right to file a plan and

to solicit acceptances thereto, thereby (a) extending the time during which the Debtor shall have

the exclusive right to file a plan from July 9, 2018 to and including September 7, 2018; and (b)

extending the time during which the Debtor shall have the exclusive right to solicit acceptances

thereto for such plan from September 5, 2018 to and including November 5, 2018.

I. JURISDICTION

1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A).

2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory predicates for the relief requested herein are section 1121(d) of

chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 9006 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

1The Debtor’s current mailing address is 5959 NW 7 St, Miami, FL 33126 and its EIN ends 4362.

Case 18-12741-LMI Doc 242 Filed 06/25/18 Page 1 of 14



II. BACKGROUND

4. On March 9, 2018 (the “Petition Date”), the Debtor filed a voluntary petition

under Chapter 11 of the United States Bankruptcy Code.

5. On March 22, 2018, a committee of creditors holding unsecured claims was

appointed [ECF No. 66].

6. The Debtor is a regional acute care hospital that provided a limited suite of

medical services from its opening in February 2016 until it voluntarily requested conversion of

its operating license to inactive status from the State of Florida Agency for Health Care

Administration (AHCA) in October 2017. Since its shutdown in October 2017, the Debtor has

not had any patients under its care.

7. The Debtor is managing its affairs as a debtor in possession pursuant to 11 U.S.C.

§§ 1107(a) and 1108.

III. BAR DATES FOR FILING CLAIMS

8. Pursuant to the “Notice of Chapter 11 Bankruptcy Case, Meeting of Creditors &

Deadlines” dated March 16, 2018 [ECF No. 56] (the “Bar Date Notice”), the general bar date

for entities to file proofs of claim is July 17, 2018 (the “General Bar Date”).

9. The General Bar Date falls ten days after the current deadline of July 9, 2018 for

the Debtor to file a proposed plan.

10. In addition, the Bar Date Notice set a deadline of September 5, 2018 for

governmental units to file proofs of claim (the “Governmental Bar Date” and together with the

General Bar Date, the “Bar Dates”).

11. The Governmental Bar Date falls almost two months after the current deadline of

July 9, 2018 for the Debtor to file a proposed plan.




12. As of the date of the filing of this Motion, 105 proofs of claim have been filed.

IV. RELIEF REQUESTED

13. The Debtor requests that, pursuant to section 1121(d) of the Bankruptcy Code,

the Court enter an order extending the Debtor’s exclusive deadline to file a plan and solicit

acceptances, without prejudice to the right of the Debtor to seek further extensions of such

periods, as follows:

a) extending the time during which the Debtor shall have the exclusive right

to file a plan from July 9, 2018 to and including September 5, 2018; and

b) extending the time during which the Debtor shall have the exclusive right

to solicit acceptances to said plan from September 5, 2018 to and including November 5,

2018.

14. For the reasons stated herein, the Debtor further requests that a hearing on this

Motion be set before the expiration of the section 1121(b) deadline of July 9, 2018.

V. BASIS FOR RELIEF REQUESTED

15. Section 1121 of the Bankruptcy Code is the statutory predicate for determining

the time period within which only the debtor in possession may file a plan of reorganization and

solicit acceptances thereto. Pursuant to § 1121(b), a debtor is given the exclusive right to file a

plan until the expiration of one hundred-twenty (120) days following the date of the order for

relief (the “Exclusivity Period”), unless the Exclusivity Period is extended by order of the

Bankruptcy Court. In addition, § 1121(c)(3) of the Bankruptcy Code provides that a debtor in

possession is given the exclusive right to solicit acceptances of its plan for one hundred-eighty

(180) days following the date of the order for relief (the “Acceptance Period”), unless the

Acceptance Period is extended by order of the Bankruptcy Court.




16. Pursuant to § 1121(d)(1) of the Bankruptcy Code, upon the request of a party in

interest and after notice and a hearing, this Court may, for cause shown, lengthen the Exclusivity

Period and the Acceptance Period. Section 1121(d)(1) states, in pertinent part:

…on request of a party in interest made within the respective period specified in subsections (b) and (c) of this section and after notice and a hearing, the court may for cause … increase the 120-day period or the 180-day period referred to in this section.

11 U.S.C. § 1121(d)(1).

17. The term “cause” is undefined in the Bankruptcy Code. However, the legislative

history indicates it is intended to be a flexible standard to balance the competing interests of a

debtor and its creditors. See In re McLean Indus., 87 B.R. 830, 833 (Bankr. S.D.N.Y. 1987)

(citing H.R. Rep. No. 595, 95th Cong., 2d Sess. 231 (1978), reprinted in U.S.C.C.A.N. 1978, pp.

5963, 6190) (noting that Congress intended to give bankruptcy courts flexibility to protect a

debtor’s interests by allowing unimpeded opportunity to negotiate settlement of debts without

interference from other parties in interest). As will be shown below, the Debtor has

demonstrated sufficient cause to extend the Exclusivity Period to September 5, 2018 and the

Acceptance Period to November 5, 2018.

18. In determining whether cause exists to extend the exclusive periods, courts

generally consider a variety of factors to assess the facts and circumstances of each case. See In

re Adelphia Commc’ns Corp., 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006) (stating that the

decision to extend or terminate exclusivity for cause is within the discretion of the bankruptcy

court, and is fact specific); McLean Indus., 87 B.R. at 834 (identifying the factors used by courts

to determine whether cause exists to extend exclusivity); In re Dow Corning Corp., 208 B.R.

661, 664, 670 (Bankr. E.D. Mich. 1997); In re Express One Int’l, Inc., 194 B.R. 98, 100 (Bankr.

E.D. Tex. 1996). The factors cited by courts include, without limitation:




(a) the size and complexity of the debtor’s case; (b) the fact that the debtor is paying its bills as they come due; (c) the existence of good-faith progress towards reorganization; (d) the existence of an unresolved contingency; and (e) a finding that the debtor is not seeking to extend exclusivity to pressure

creditors “to accede to [the debtors’] reorganization demands.”

See, e.g., In re Borders Group, Inc., 460 B.R. 818, 822 (Bankr. S.D.N.Y. 2011) (citing factors

and granting debtor’s motion to extend exclusive periods by 120 days); Express One Int’l, 194

B.R. at 100 (citing In re Grant Traverse Development Co., Ltd., 147 B.R. 418 (Bankr. W.D.

Mich. 1992) (citing factors and granting debtor’s third request that extended exclusivity for one

year); McLean Indus., 87 B.R. at 834 (citing factors and approving second, 90-day extension

request of debtor that had few creditors and where the case had been pending for less than a

year); see also In re Adelphia Comm. Corp., 352 B.R. 578, 586 (Bankr. S.D.N.Y. 2006) (citing

factors and denying motion to terminate exclusivity); Under all of these factors, the Debtor has

demonstrated cause to extend the Exclusivity Period to September 5, 2018 and the Acceptance

Period to November 5, 2018.

19. The most common basis upon which courts grant an extension of the exclusivity

periods is the size and complexity of the chapter 11 case. See, e.g., Express One Int’l, 194 B.R.

at 100. Here, there is a pending closing for the sale of substantially all of the Debtor’s assets and

the Debtor is negotiating with certain creditors and the Committee with regard to distributions to

unsecured creditors.

20. Significantly, the Bar Dates will not occur until after the current exclusivity

termination date of July 9, 2018. In order for the Debtor to provide adequate information

regarding expected distributions to creditors in the disclosure statement to be filed by the Debtor,




the Debtor submits that it is necessary to extend the Exclusivity Period and Acceptance Period

until after the passage of the Bar Dates to provide the Debtor sufficient time to review and

analyze the claims that are filed to determine the proper amounts of such claims for inclusion in

the disclosure statement.

21. Second, cause may be shown to extend the exclusivity periods where the debtor is

paying its debts as they become due. See, e.g., In re Service Merchandise Co., 256 B.R. 744,

751 (Bankr. M.D. Tenn. 2000); In re Crescent Manufacturing, 122 B.R. 979, 982 (Bankr. N.D.

Ohio 1990); McLean Indus., Inc., 87 B.R. at 834. The Debtor submits that it is paying its

postpetition obligations in a timely fashion consistent with its Court approved DIP Financing.

The Debtor has been managing its business effectively and preserving the value of its assets for

the benefit of all creditors. Accordingly, the Debtor submits that cause exists to extend the

Exclusivity Period until September 5, 2018 and the Acceptance Period to November 5, 2018.

22. Third, the Debtor has made good faith progress towards the resolution of this

proceeding. The Debtor is in meaningful discussions and negotiations with the Creditors

Committee regarding the sale and the Debtor needs additional time to continue and finalize these

negotiations as part of the plan process.

23. Moreover, a court may grant an extension of exclusivity where the case has been

pending for a relatively brief period of time. Here, the Debtor’s bankruptcy case is a little over

three months old. In addition, it is worth noting, in other cases of equal or lesser size and

complexity in this District, courts have routinely granted similar extensions on the debtor’s initial

request for an extension of the exclusive periods. See, e.g., In re Viva Investments Limited

Liability Company, Case No. 15-11753-PGH (Bankr. S.D. Fla. June 10, 2015) (court grants

initial request to extend debtors’ exclusive period to file a plan and disclosure statement by 90




days); In re Florida Gaming Centers, Inc., Case No. 13-29597-RAM (Bankr. S.D. Fla. Dec. 16,

2013) (court grants initial request to extend debtors’ exclusivity period to file a plan and

disclosure statement by 120 days); In re Meadows of Jupiter Florida Condo, LLC et al., Case

No. 10-43458-PGH (Bankr. S.D. Fla. May 18, 2011) (court grants request to extend exclusivity

period to file a plan and disclosure statement by an additional 90 days); and In re Gulfstream

International Group, Inc., et al., Case NO. 10-44131-JKO (Bankr. S.D. Fla. March 22, 2011)

(court grants request to extend exclusive periods for an additional 120 days); In re LP Watch

Group, Inc., et al., Case No. 10-29919-JKO (Bankr. S.D. Fla. December 3, 2010) (initial

exclusivity periods extended by 90 days); and In re Arch Aluminum & Glass Co, Inc., et al., Case

No. 09-36232-JKO (Bankr. S.D. Fla. April 19, 2010) (court grants request to extend exclusive

periods for 180 days). Accordingly, the Debtor submits that cause exists to extend the

Exclusivity Period to and including September 5, 2018 and the Acceptance Period to and

including November 5, 2018.

24. In addition, no party in interest will be prejudiced by the relief requested herein.

This is the Debtor’s first request for an extension of the exclusive periods. The requested

extension is reasonable given the Debtor’s progress to date and the current posture of this chapter

11 case. The Debtor is not seeking this extension to delay this proceeding. Rather, the proposed

extensions of the Exclusivity Period and Acceptance Period will advance the Debtor’s efforts to

confirm a plan as expeditiously as possible and bring this case to a resolution.

25. Here, the Debtor has behaved in a manner consistent with its fiduciary obligations

to its creditor constituencies, evidencing proper motive in seeking extensions of the Exclusivity

Period and the Acceptance Period. Instead of prejudicing any party in interest, the requested

extension will afford the Debtor an opportunity to propose a realistic chapter 11 plan.




26. Therefore, it is respectfully submitted that the Debtor and its estate would be

prejudiced if the Exclusivity Period and Acceptance Period are allowed to expire.

27. The Debtor submits that it has acted in good faith during this chapter 11 case and

believes that it has a realistic chance of confirming a plan of liquidating. The requested

extension of the Exclusivity Period and the Acceptance Period is not unduly burdensome or

prejudicial to any parties in interest in these cases. Accordingly, the Debtor requests a 60-day

extension of the Exclusivity Period and Acceptance Period.

WHEREFORE, the Debtor respectfully requests the entry of an Order, extending the

exclusive period within which the Debtor may file a plan through and including September 5,

2018 pursuant to 11 U.S.C. § 1121(d)(1), and the corresponding solicitation period through and

including November 5, 2018, as well as granting any further relief which the Court deems just

and proper.

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing was served on June 25, 2018, via the Court’s Notice of Electronic Filing upon the Registered Users listed on the attached Exhibit 1 and via U.S. Mail upon the parties listed on the Master Service List, attached as Exhibit 2.

s/ Daniel N. Gonzalez Peter D. Russin, Esquire Florida Bar No. 765902 [email protected] Daniel N. Gonzalez, Esquire Florida Bar No. 592749 [email protected] MELAND RUSSIN & BUDWICK, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard Miami, Florida 33131 Telephone: (305) 358-6363 Telecopy: (305) 358-1221

Attorneys for Debtor-in-Possession


EXHIBIT 1

Electronic Mail Notice List

The following is the list of parties who are currently on the list to receive email notice/service for this case.

Johanna Armengol [email protected], [email protected] Leyza F. Blanco [email protected], [email protected] Omar K Bradford [email protected], [email protected];scomer@gjb-

law.com;[email protected];[email protected] Jacqueline Calderin [email protected],

[email protected];[email protected] Robert P. Charbonneau [email protected],

[email protected];[email protected];[email protected]

Ileana Cruz [email protected] Ronald M Emanuel [email protected],

[email protected];[email protected] Jorge L Fors [email protected], [email protected] Michael A. Frank [email protected],

[email protected];[email protected] Daniel N Gonzalez [email protected],

[email protected];[email protected];[email protected];[email protected];[email protected]

Harvey W Gurland [email protected], [email protected];[email protected];[email protected]

Robert A Gusrae [email protected] Andrew R Herron [email protected], [email protected] Kenneth B Jacobs [email protected], kim.miller@gray-

robinson.com,[email protected] Matthew L Lines [email protected] Isaac M Marcushamer [email protected],

[email protected];[email protected];[email protected] Kenneth Mather [email protected],

[email protected];[email protected] Rachel Nanes [email protected],

[email protected];[email protected];[email protected]

Office of the US Trustee [email protected] Edwin G. Rice [email protected], [email protected];[email protected] Peter D. Russin [email protected],

[email protected];[email protected];[email protected];[email protected];[email protected]

David Samole [email protected], [email protected];[email protected]


Paul Steven Singerman [email protected], [email protected];[email protected];[email protected]

Steven J. Solomon [email protected], [email protected];[email protected]

Trustee Services, Inc. [email protected], [email protected];[email protected]

Brian P Yates [email protected], [email protected];[email protected];[email protected]


U.S. Trustee: (Notice provided via NEF) Office of The United States Trustee 51 SW First Avenue, Room 1204 Miami, FL 33130 Debtor-in-Possession: (via U.S. Mail) Miami International Medical Center, LLC d/b/a The Miami Medical Center 5959 NW 7 Street Miami, FL 33126-0000 Debtor-in-Possession’s Attorney: (Notice provided via NEF) Peter D. Russin, Esquire Daniel N. Gonzalez, Esquire Meland Russin & Budwick, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard Miami, Florida 33131 Unsecured Creditors (via U.S. Mail) Committee Members: Blase B. Iaconelli, Assistant General Counsel Aramark Healthcare Support Services, LLC Aramark Tower, 29th Floor 1101 Market Street Philadelphia, PA 19107 [email protected] Brad Phister Cardinal Health 110, LLC Cardinal Health 200, LLC and Cardinal Health Pharmacy Services, LLC 7000 Cardinal Place Dublin, OH 43017 [email protected] Judd Goldberg, Esq. Associate Vice President and Associate General Counsel University of Miami 1320 South Dixie Highway Gables One Tower, #1250 Coral Gables, FL 33146 [email protected]

Gregory G. Jackson Sr. Director Legal Affairs NuVasive, Inc. 7475 Lusk Blvd. San Diego, CA 92121 [email protected] Margaret Schunko Sr. Director of Financial Planning & Operations Arthrex, Inc. 1265 Creekside Parkway Naples, FL 34108 [email protected] Committee Counsel: (Notice provided via NEF) Agentis PLLC Robert P. Charbonneau, Esq. 501 Brickell Key Drive, Suite 300 Miami, Florida 33131 E-Mail: [email protected] Agentis PLLC Jacqueline Calderin, Esq. 501 Brickell Key Drive, Suite 300 Miami, Florida 33131 E-Mail: [email protected] Porzio, Bromberg & Newman, P.C. Robert M. Schechter, Esq. Warren J. Martin, Jr. Rachel A. Parisi, Esq. 100 Southgate Parkway Morristown, NJ 07962 E-Mail: [email protected] Secured Creditors: (via U.S. Mail) General Electric Capital Corp PO Box 641419 Pittsburgh, PA 15264-1419 Intuitive Surgical Inc 1266 Kifer Rd Bldg 101 Sunnyvale, CA 94086-5304

EXHIBIT 2


MASTER SERVICE LIST PER LOCAL RULE 2002-1(H)

Intuitive Surgical, Inc. 1020 Kifer Rd Sunnyvale, CA 94086 Laser Surgical of Florida 1121 East Commercial Blvd Suite A Fort Lauderdale, FL 33334 Laser Surgical of Florida Inc 555 NE 15 St Ste 21-A Miami, FL 33132 MidFirst Bank Attn: Legal Dept 501 NW Grand Blvd Oklahoma City, OK 73118 Olympus America Inc FIS/2d Fl 3500 Corporate Pkwy Center Valley, PA 18034-0610 Olympus America Inc Financial Serv Dept 3500 Corporate Pkwy Center Valley, PA 18034-0610 Olympus Financial Services Box 200183 Pittsburgh, PA 15251-0183 US Bank Equipment Finance 1310 Madrid St Marshall, MN 56258 US Bank Equipment Finance PO Box 790448 St Louis, MO 63179-0448 Variety Children's Hospital dba Nicklaus Children's Hospital 3100 SW 62 Ave Attn: CFO Miami, FL 33155

United States and its agencies: (via U.S. Mail) Internal Revenue Service P.O. Box 7346 Philadelphia, PA 19101-7346 Internal Revenue Services Insolvency Unit 7850 S.W. 6th Court Mail Stop 5730 Plantation, FL 33324 Notice of Appearances: (Notice provided via NEF Upon Registered Users) Rachel Nanes, Esq. DLA Piper LLP (US) 200 S. Biscayne Blvd., Suite 2500 Miami, Florida 33131 Email: [email protected] Thomas R. Califano, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 Email: [email protected] Paul Steven Singerman, Esq. Berger Singerman LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 E-mail: [email protected] Isaac M. Marcushamer, Esq. Berger Singerman LLP 1450 Brickell Avenue Suite 190 Miami, FL 33131-3453 [email protected] Andrew R. Herron, Esq. Herron Ortiz PA 255 Alhambra Circle, Suite 1060 Coral Gables, Florida 33134 [email protected]



Jordan L. Rappaport, Esq. Rappaport Osborne & Rappaport, PLLC Suite 203, Squires Building 1300 North Federal Highway Boca Raton, FL 33432 Email: [email protected] Michael R. Lastowski, Esquire James J. Holman, Esquire Jarret P. Hitchings, Esquire Duane Morris LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 Email: [email protected] [email protected] [email protected] Matthew L. Lines, Esq. Isicoff Ragatz 601 Brickell Key Drive Suite 750 Miami, Florida 33131 E-mail: [email protected] Jorge L. Fors, Esq. Fors | Attorneys At Law 1108 Ponce de Leon Blvd. Coral Gables, FL 33134 Email: [email protected] [email protected] Edwin G. Rice Bradley Arant Boult Cummings, LLP 1 00 North Tampa Street, Suite 2200 Tampa, Florida 33602 Email: [email protected] [email protected] David A. Samole, Esquire Kozyak Tropin & Throckmorton, LLP Counsel for NMFLP, LLC 2525 Ponce de Leon Blvd., 9th Floor Miami, Florida 33134 Email: [email protected]

Kenneth G.M. Mather, Esq. Gunster, Yoakley & Stewart, P.A. 401 E. Jackson Street, Suite 2500 Tampa, FL 33602 E-mail: [email protected] David S. Garbett Brian P. Yates Garbett, Allen & Roza, P.A. Brickell City Tower, Suite 3100 80 S.W. 8th Street Miami, Florida 33130 E-mail: [email protected]

[email protected]

Gray | Robinson, P.A. Kenneth B. Jacobs, Esq. Jason Burnett, Esq. (pending admission) Steven Soloman, Esq. 50 North Laura Street, Suite 1100 Jacksonville, FL 32202 Email: [email protected] [email protected] [email protected] Ileana Cruz Assistant County Attorney Miami-Dade County Attorney's Office 111 N.W. 1st Street Suite 2810 Miami, FL 33128-1993 Telephone: (305) 375-5151 Telefax: (305) 375-5611 E-Mail [email protected] [email protected] Ronald M. Emanuel, Esq. EMANUEL & ZWIEBEL, PLLC 7900 Peters Road Executive Court at Jacaranda Building B, Suite 100 Plantation, Florida 33324 Email:[email protected] [email protected] [email protected]



Robert A. Gusrae, Esq. Law Office of Robert A. Gusrae, Esq. 530 Lavers Cir #158 Delray Beach, FL 33444 Email: [email protected] Notice of Appearances: (Notice provided via US Mail) Med One Capital Funding, LLC Attn: David H. Leigh 36 South State Street, 14th Floor Salt Lake City, Utah 84111 E-mail: [email protected] Alexis Gonzalez Paralegal Collection Specialist Miami Dade Bankruptcy Unit 200 NW 2ND Avenue, #430 Miami, FL 33128 E-Mail: [email protected]


Documents

UNITED STATES BANKRUPTCY COURT Miami Division MIAMI ... · miami international medical center, llc1 case no. 18-12741-lmi d/b/a the miami medical center, chapter 11 debtor. / debtor’s